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How to Protect Reorganization Agreement

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Welcome to the second 3CL seminar on corporate reorganization law and forces of change, featuring Professor Sarah Patterson. She is a law professor at the London School of Economics and specializes in corporate insolvency and restructuring laws. Prior to joining LSE, Sarah was a partner at Slaughter and May's restructuring insolvency group and continues as a senior consultant there. She has published extensively in this field, including her recent book "Corporate Reorganization Law and Forces of Change" from OUP in 2020, which will be the basis of her presentation today. Sarah is also a former president of the Insolvency Lawyers Association and serves on its council and technical committee, along with the general technical committee of our three.

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What is a Type C reorganization?

A C-reorganization, otherwise known as a practical merger, is where a target. corporation (Target) transfers substantially all of its properties to an acquiring. corporation (Acquiror) solely in exchange for all or a part of Acquirors voting.

What is a Type B reorganization?

A Type B reorganization is a stock-for-stock transaction in which one corporation (the acquiring corporation) acquires the stock of another corporation (the target corporation). Only voting stock of the acquiring corporation or its parent may be used in the acquisition.

What is a reorganization agreement?

Reorganization Agreement means any contract, agreement, arrangement, commitment, understanding, instrument, loan note, security, transfer document, or other document executed or presented for the purposes of, in relation to or arising from, the implementation of the Plan of Reorganization.

What does corporate reorganization mean?

Reorganization, in a business context, is an overhaul of a companys internal structure. Companies go through reorganization for various reasons. Purposes include improving efficiency, cutting costs, repositioning the business, and dealing with corporate changes such as mergers and acquisitions.

What is a stock reorganization?

A Type B reorganization is a stock-for-stock transaction in which one corporation (the acquiring corporation) acquires the stock of another corporation (the target corporation). Only voting stock of the acquiring corporation or its parent may be used in the acquisition.

What is reorganization of companys capital?

Meaning of capital reorganization in English the act of changing the capital structure of a company by combining or dividing shares to create shares of a different value: The board of directors announced today that they have approved a capital reorganization of the companys common stock.

Is a reorganization the same as a merger?

Type A reorganization is a statutory merger or consolidation. These are mergers or consolidations effected pursuant to state corporate law. A merger is a union of two or more corporations.

What are the requirements for an A reorganization?

A Type A reorganization must fulfill the continuity of interests requirement. That is, the shareholders in the acquired company must receive enough stock in the acquiring firm that they have a continuing financial interest in the buyer.

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