Skyworks Solutions, Inc. ("SWKS"), and Qorvo, Inc., ("QRVO"), announced that they have entered into a definitive agreement to combine "in a cash and st...
Avidity Biosciences, Inc., ("RNA"), announced it has entered into a definitive merger agreement with Novartis AG, ("N"). N will establish a subsidiary to wh...
October 24, 2025 - The Deal Survey: October 2025Print Report
Welcome to this month's summary of deals. Full reports on some of these transactions can be found via the link in the description, or by searching the company name in our database.
IAMGOLD Corporation, ("IAG"), recently announced it has entered into a definitive "arrangement agreement" whereby IAG will acquire all of the issued and out...
We have seen this type of transaction numerous times before. The transaction to which we refer is an acquisition by one corporation of the stock of another using a combination...
A consensus is developing to the effect that, in order to compete with the money center behemoths of the industry, even large regional banks will be constrained to join forces....
October 13, 2025 - Volume 19 Issue 193Print Report
TEE is a newly-formed State A corporation. MS is a wholly-owned subsidiary of TEE. T1 is a State B corporation engaged in Business Y. T2 is a State C corporation engaged in Bus...
Envisiona closely-held 'C' corporation that has made what has turned out to bean improvident investment. It purchased stock in XYZ corporation on the open m...
Grantor, DRA LLC, had two sole members, Grofam and GS, each owning a 50 percent interest. For a period of at least 19 years, Grantor owned real property, ("Property")...
Axcelis Technologies, Inc., ("ACLS") and Veeco Instruments, Inc., ("VECO") announced that they have entered into a definitive agreement to combine in an all...
Most of the attention, where a corporation is acquired in a transaction which qualifies as a reorganization, is focused on the target's shareholders and the tax consequence...
September 29, 2025 - Volume 19 Issue 184Print Report
ACQ was formed in 1927. In 1986, ACQ became primarily a holding company by transferring a substantial portion of its assets to a newly organized subsidiary, S1.
In a typical leveraged buy-out, ("LBO"), the sponsor group forms a new corporation, ("N"), and N raises debt and equity financing. N then merges with and in...
Banco Bilbao Vizcaya Argentaria, S.A., ("BBVA"), recently, launched an exchange offer to acquire all of the issued and outstanding shares of Banco de Sabadell, S.A.,...
September 22, 2025 - The Deal Survey: September 2025Print Report
Welcome to this month's summary of deals. Full reports on some of these transactions can be found via the link in the description, or by searching the company name in our database.
Two recent acquisitions appear to be structured in an identical manner and in each the vast majority of the consideration conveyed to the shareholders of the acquired corporati...
As rumored, Rithm Capital Corporation, ("RCC"), an alternative asset manager, announced that it has entered into a definitive agreement to acquire Paramount Group, In...
Pelican Acquisition Corporation, ("PELI"), is a publicly listed special purpose acquisition company, ("SPAC"). PELI is doing what it was formed to do. It an...
On September 8, 2025, DICK's Sporting Goods, Inc., ("DKS"), completed the previously announced merger by and among DKS, Foot Locker, Inc., ("FLI"), and...
September 11, 2025 - Volume 19 Issue 173Print Report
Trust, (T), is a real estate investment trust (REIT). T proposed a plan to convert from a REIT to a trust. The proposed conversion would involve the amendment of the Declaratio...
Teck Resources Limited, ("T"), a Canadian corporation, and Anglo American plc, ("AA"), a corporation organized under the laws of the United Kingdom, announc...
Banco Bilbao Vizcaya Argentaria, S.A. ("BBVA") is undertaking an exchange offer to acquire all of the outstanding shares of Banco Sarabell, S.A., ("BSG").&n...
TELUS Corporation, ("TU"), and TELUS International (Cda.) Inc., ("TIXT"), are each Canadian corporations. TU and TIXTannounced that they have entered...
Section 6621(d) of the Code provides, "To the extent that, for any period, interest is payable under subchapter A...and allowable under subchapter B...on equivalent underp...
Pinnacle Financial Partners, Inc., ("PNFP"), and Synovus Financial Corporation, ("SNV"), announced that they have entered into an agreement to combine "...
MEG Energy Corporation, ("MEG"), has become a popular acquisition target. In June2025, Strathcona Resources, Ltd., ("SRL"), launched a tender offer in...
On July 17, 2025, Sonim Technologies, Inc., ("SONM"), embarked on an interesting series of transactions that will see SONM abandon its historical business and commenc...
P is engaged in Business R. P is a wholly-owned subsidiary of H. P acquired all of the stock of S for cash. At the time of the purchase, P and S each had outstanding approximat...
Article XIV, section 2 of the Missouri ("MO") Constitution created a taxation scheme for the retail sale of non-medical marijuana, ("NMM"). Local government...
Hannesbrands, Inc., ("HBI"), and Gildan Activewear, Inc., ("GIL"), a Canadian corporation, recently announced that they have entered into a definitive merge...
August 13, 2025 - The Deal Survey: August 2025Print Report
Welcome to this month's summary of deals. Full reports on some of these transactions can be found via the link in the description, or by searching the company name in our database.
Omnicom Group, Inc., ("OGI"), and The Interpublic Group of Companies, Inc., ("IPG"), have entered into a plan andagreement of merger, the consummation...
ACQ is a widely-held public company that serves asthe common parent of an affiliated group of corporations that join in the filing of a consolidated federal income tax re...
X, a domestic corporation, owned 85 percent of the capital stock of Y and 100 percent of the capital stock of Z, both of which were incorporated under the laws of Country M (&q...
HNI Corporation, ("HNI"), and Steelcase, Inc., ("SCS"), recently announced that they have entered into a definitive agreement pursuant to which "HNI wi...
TP is a real estate investment trust (REIT). TP focuses on the ownership and management of properties leased to operators under long-term triple-net leases. TP owns "x&quo...
In one of the larger deals of this or any other year, Palo Alto Networks, Inc., ("PANW"") and CyberArk, Ltd., ("CVBR"), a corporation organized under t...
A few days ago, on July 28th, Baker Hughes Co., ("BKR"), Merger Sub, an indirect wholly owned subsidiary of BKR, and Chart Industries, Inc., ("GTLS"), enter...
Now that the Federal Communications Commission,(the "FCC"), has given its stamp of approval, there are no further obstacles to the effectuation of the transacti...
While General Motors Corporation and its advisers are generally regarded as the progenitorsof "tracking stock," having devised it to facilitate GM's acquisi...
July 24, 2025 - The Deal Survey: July 2025Print Report
Welcome to this month's summary of deals. Full reports on some of these transactions can be found via the link in the description, or by searching the company name in our database.
We have been tracking deals in which the acquirer, as an integral part of the merger consideration, has issued contractual contingent value rights, ("CVRs"). CVRs are...
Telephone & Data Systems, Inc., ("TDS"), owns approximately 83 percent of the outstanding stock of United States Cellular Corporation, ("USM"). In fact,...
It was several years in the making but, finally, on July 18, 2025, Chevron Corporation, ("CVX"), announced that it had completed the acquisition of Hess Corporation,...
P is a bank holding company. A owns "c%" and B and C and D each own "d%" of the P common stock. X owns all of P's preferred stock. X is also a bank hold...
ZEEKRIntelligent Holding Ltd., ("ZK"), announced it has entered into an Agreement and Plan of Merger with Geely Automobile Holdings Ltd., ("GAH"), and...
ACQ is a holding company for subsidiaries engaged in a variety of businesses. T is engaged in business as a partner in a partnership (PS). T has outstanding "d" share...
Waters Corporation, ("WAT"), and BD (Becton, Dickinson and Company), ("BDX"), have announced their entry into a definitive agreement which is intended to se...
Royal Gold, Inc., ("RGLD"), a domestic subchapter C corporation, recently announced it had entered into an agreement to acquire Sandstorm Gold, Ltd., ("SAND"...
It is a common problem, albeit a decidedly high-classone, routinely faced by tax practitioners and their clients.A corporation conducts two separate and distinct bu...
On May 4, 2000, CBS Corporation (CBS) merged with and into Viacom (V). At the time of the merger, V had two classes of common stock: Class A voting common stock and Class B non...
MicroStrategy, Inc., ("MSTR"), which has the distinction of beingthe world's largest holder of bitcoin, has issued several series of preferred stock in rapi...
In a prior transaction unrelated to the present statutory merger, X purchased from certain banks, at a cost of $20,000, outstanding notes of Y in the unpaid face amount of $25,...
Saipem and Subsea7 signed a Memorandum of Understanding, ("MOU"), in connection with which they have reached an agreement in principle on the terms of a "merger&...
DICK's Sporting Goods, Inc., ("DKS") and Foot Locker, Inc., ("FL"), recently announced a most unusual transaction. DKS has entered into an agreement to...
June 25, 2025 - The Deal Survey: June 2025Print Report
Welcome to this month's summary of deals. Full reports on some of these transactions can be found via the link in the description, or by searching the company name in our database.
Liberty Broadband has announced that it will be distributing to its shareholders the stock of its wholly-owned subsidiary, GCI Liberty, on July 14, 2025....
The number of deals in which the merger consideration includes contingent value rights, ("CVRs"), is, if anything, increasing at a rapid clip. As we have previously e...
In 1993, petitioner, (P), started ELA, a student loan business. In 1997, UICI acquired ELA in a merger transaction in which P received 470,708 shares of restricted stock in exc...
NB Bancorp, Inc., ("NBI"), the holding company for Needham Bank, and Provident Bancorp, Inc., ("PBI"), the holding company for BankProv, announced that they...
e.l.f. Beauty, ("ELF"), recently signed a definitive agreement to acquire HRBeauty, LLC, ("rhode"), "a lifestyle beauty brand founded by Hailey Bieber....
Much has been written about the tax consequences emanating fromthe transaction in which Liberty Broadband Corporation ("LB") (i) will bedistributing...
It is frequently the case that a tender offer, in which the offeror seeks at least a majority of the shares of the target, will be followed, assuming the tender offer condition...
The latest Form S-1 regarding the business combination to be undertaken by Liberty Broadband Corporation and Charter Communications, Inc. is noteworthy since it confirms the fa...
Hudson Global, Inc., ("HGI") has accumulated approximately $240 million of Federal net operating loss, ("NOL"), carryovers. It considers this tax attribute,...
May 23, 2025 - The Deal Survey: May 2025Print Report
Welcome to this month's summary of deals. Full reports on some of these transactions can be found via the link in the description, or by searching the company name in our database.
Marfrig Global Foods S.A., ("M"), has been steadily purchasing stock in BRF S.A., ("B"), over the past four or five years. From what we can gather, its most...
DICK's Sporting Goods, Inc., ("DKS"), and Foot Locker, Inc., ("FL"), announced that they have entered into a definitive merger agreement under which DKS...
Acuren Corporation, ("TIC") and NV5 Global, Inc., ("NV5"), recently announced that they have entered into a definitive agreement to combine the companies.&n...
Spirit AeroSystems Holdings, Inc. ("SPR"), recently announced that it has received a private letter ruling from the Internal Revenue Service "relating to the tax...
Coinbase Global, Inc., ("COIN"), Sentillia B.V. ("SBV"), and the shareholders of SBV, have entered into a stock purchase agreement pursuant to which each sh...
Pan American Silver Corporation, ("PAAS"), and MAG Silver Corporation, ("MAG"), each a corporation organized under the laws of Canada, announced that they h...
On January 1, 2004, Target (T) issues debt instruments with a stated maturity date of January 1, 2016. The instruments are securities within the meaning of S...
Sunoco LP, ("SUN"), is a "master limited partnership" the units of whichare listed and traded on the New York Stock Exchange. Despite being publicly t...
Skechers USA, Inc., ("SKX"), has agreed to be acquired by 3G Capital in a transaction that reminds us, structurally anyway, of the Dell/EMC transaction. It is also re...
More and more transactions involving companies with nascent products or technologies feature the use of contingent value rights, ("CVRs"). The parties are unable, und...
Golden Ocean Group Ltd., ("GOGL"), and CMB.TECH N.V., ("CMBT"), recently announced that they have signed a term sheet for a contemplated "stock-for-sto...
When bank holding companies merge, it is almost always the case that the acquired corporation's banking subsidiary will simultaneouslymergewith and into the acq...
April 25, 2025 - The Deal Survey: April 2025Print Report
Welcome to this month's summary of deals. Full reports on some of these transactions can be found via the link in the description, or by searching the company name in our database.
It is rare to encounter a transaction in which three parties participate, but a recent transaction announcement on the part ofeach of Global Payments, Inc., ("GPN&qu...
Earlier this year, Clearwater Analytics, Inc., ("CWAN"), and Enfusion, Inc., ("ENFN"), announced thatthey had entered into a definitive merger agreeme...
On Date A, P corporation, (P), acquired all of the outstanding common stock of S1 for cash and retired "$m" of S2's indebtedness in exchange for a note from S2 in...
Republic Airways Holdings, Inc., ("R"), and Mesa Air Group, Inc., ("MESA"), announced that "they have entered into a definitive agreement to merge...in...
For a statutory merger to qualify as a reorganization, within the meaning of section 368(a)(1)(A) of the Code, certain non-statutory requirements must be met, not the least of...
Late in 2024, MoneyLion, Inc., ("ML"), announced that it had entered into a definitive agreement for Gen Digital, Inc., ("GD"), "to acquire all outstan...
The GCI Liberty, Inc., S-1 was published on March 31, 2025and, among other things, it confirms the fact that the parties are adhering to the views they initiallyexp...
Rocket Companies, Inc. ("RCI"), has been quite busy lately, at least as regards acquisition activity. It announced, recently, the acquisition of Redfin, in an all-stoc...
Dollar Tree, Inc., after a spirited bidding war, acquired Family Dollar, Inc. in 2015. The transaction was structured as a reverse triangular merger. A newly created subsidiary...
Prior to February 20, 1979, Z had outstanding 1,000 shares of voting common stock, all of which were owned by Y. On February 20, 1979, Y sold 333 shares of Z stock to an unrela...
March 25, 2025 - The Deal Survey: March 2025Print Report
Welcome to this month's summary of deals. Full reports on some of these transactions can be found via the link in the description, or by searching the company name in our database.
James Hardie Industries plc, ("JHX"), and The Azek Company, Inc., ("AZEK"), announced entry into a definitive agreement under which "JHX will acquire A...
It is a demonstrablefact that more and more acquisitions are featuring, as an integral part of the merger consideration, "contractual contingent value rights,"...
Assume a corporation has issued and outstandingboth voting common stock and non-voting preferred stock. The non-voting preferred stock, by value, represents a suitably sm...
Mallinckrodt plc, ("M"), a corporation organized under the laws of Ireland, and Endo, Inc., a domestic corporation,("E"), announced that they have ent...
Whitecap Resources, Inc., ("W"), and Veren, Inc., ("V"), are each Canadian corporations. W and V have recently entered into a definitive business combinatio...
Saipem, ("S"), and Subsea7, ("S7"), each a leader in the engineering and construction fields of endeavor,announced that they have reached an agreement...
Walgreens Boots Alliance, Inc., ("WBA"), has entered into an Agreement and Plan of Merger with Parent, a newly formed limited liability company, and Merger Sub, a who...
The gene therapy wunderkind, bluebird bio, Inc., ("BLUE"), has seen its stock price plummet by nearly 83 percent over the past twelve months. Its ability to continue...
Mt. Logan Capital, Inc., ("MLC"), a Canadian corporation, announced that it has entered into a definitive agreement to combine with 180 Degree Capital Corporation, (&...
February 25, 2025 - The Deal Survey: February 2025Print Report
Welcome to this month's summary of deals. Full reports on some of these transactions can be found via the link in the description, or by searching the company name in our database.
February 25, 2025 - Volume 19 Issue 36Print Report
Fund, (F), was established in 1957 as a non-profit corporation exempt from federal income tax under Sec. 501(c)(3) of the Code, and qualifying as a private foundation within th...
Hyatt Hotels Corporation, (HHC), recently entered into a purchase agreement, (the "Purchase Agreement"), with PlayaHotels & Resorts N.V., (the "Company...
Shift4 Payments, Inc., ("S4"), and Global Blue Group Holding AG, ("GB"),announced that they have entered into a definitive agreement pursuant to which...
Anglo American plc ("PLC") has made a series of recent announcements regarding the progress it is making towards its planned "de-merger" of its subsidiary,...
Microstrategy, Inc.'s$250 million issue of eightpercent perpetual preferred stock has certain tax issues associated with it that, according to Barron's<...
1. Target, (T), transfers some of its assets and liabilities to an acquiring corporation, retains the remainder and remains in existence. The T shareholders receive stock in th...
In the waning days of the Biden administration, the I.R.S. proposed regulations dealing with certain matters regarding corporate separations and reorganizations. The proposals...
Liberty TripAdvisor Holdings, Inc., ("LTRPA"), owns a 57 percent voting interest and a 21 percent economic interest in Tripadvisor, Inc., ("TI"). We have be...
January 24, 2025 - The Deal Survey: January 2025Print Report
Welcome to this month's summary of deals. Full reports on some of these transactions can be found via the link in the description, or by searching the company name in our database.
CompoSecure, Inc., ("CMPO"), announced its intention to spin-off a newly formed subsidiary corporation to be named Resolute Holdings Management, Inc., ("RHMI&quo...
FAT Brands, Inc., ("FAT"), announced that its Board of Directors has approved the distribution of a "special stock dividend" of shares of Class A Common Sto...
Certain impediments exist with respect to a domestic corporation that seeks to "expatriate," with that term encompassingthe case where the domestic corporation&...
Just a few weeks ago, Constellation Energy Corporation, ("CEG"), entered into an Agreement and Plan of Merger with Calpine Corporation, ("CC") under which &...
M and N were each engaged in the fabrication and sale of various items of steel products. N acquired most of N's business and operating assets. Under a plan of reorganizati...
Regional Health Properties, Inc., ("RHE"), and SunLinkHealth Systems, Inc., ("SSY"), announced that they have entered into a definitive agreement and...
Getty Images Holdings, Inc., ("GETY"), and Shutterstock, Inc., ("SSTK"), announced that they have entered into a definitive merger agreement to combine in w...
December 24, 2024 - The Deal Survey: December 2024Print Report
Welcome to this month's summary of deals. Full reports on some of these transactions can be found via the link in the description, or by searching the company name in our database.
Nordstrom, Inc., ("JWN"), has finally struck a deal which will enable the corporation to "go private," a statusthe corporation and the Nordstrom Famil...
BlackRock, Inc., ("BLK"), has been on a buying spree. Its acquisitions, befitting its size and stature, are all of the multi-billion dollar variety. Its latest acquis...
December 19, 2024 - Volume 18 Issue 244Print Report
1. On January 1, 2003, E began employment with M and is granted a nonstatutory option to purchase a number of shares of M common stock. The option is not exercisable until Janu...
In some circumstances, two transactions, particularly thoseoccurring in close time proximity, will be integrated and treated as single transaction, whereas in others, the...
Gen Digital, Inc., ("GEN"), recently announced that it has entered into a definitive agreement to acquire MoneyLion, Inc., ("ML"). The acquisition will take...
The Charter Communications, Inc. S-4, in which it describes the impending business combination to be undertaken with Liberty Broadband, Inc. confirms what we gleaned from the m...
December 12, 2024 - Volume 18 Issue 239Print Report
Y is a registered bank holding company. Y has outstanding 12,313,847 shares of voting common stock which is widely held and publicly traded. N is a corporation recently organiz...
Berry Global Group, Inc., ("BGG"),has had an eventful fall. On November 4, 2024, BGG announced the successful completion of the merger between BGG's&q...
December 3, 2024 - Volume 18 Issue 232Print Report
Mr. A owned 1/2 of the capital stock of M corporation, (M), worth $10x, and he also owned 1/2 of the capital stock of O corporation, (O), worth $5x.
&nbs...
Question: When can a master limited partnership be a party to a reorganization? Answer: When the master limited partnership has "checked the box" and elected to be tr...
Rafael Holdings, Inc., ("RFL"), and Cyclo Therapeutics, Inc., ("CYTH"), recently announced that they have entered into a definitive merger agreement pursuan...
One of the more unusual deals we have recently encounteredis being engineered by Nixxy, Inc. ("NIXX"). NIXX has announced it is moving forward with its previous...
On November 4, 2024, Berry Global Group, Inc., (B), completed the spin-off of its health and hygiene business. The spin-off was (i) intended to be tax-free; and (ii) part of a...
Spirit Airlines, Inc.,("SAVE"), not unexpectedly, in light ofthe rejection by the Justice Department of its proposed merger with JetBlue Airways Corporati...
November 18, 2024 - The Deal Survey: November 2024Print Report
Welcome to this month's summary of deals. Full reports on some of these transactions can be found via the link in the description, or by searching the company name in our database.
Prominent among any buyer's objectives, from a tax point of view, when pursuing a taxable acquisition, is to achieve a "cost" basis in the target's assets. Su...
November 5, 2024 - Volume 18 Issue 213Print Report
In the case of a reorganizationwhich involvesthe conveyance of the target's properties to the acquiring corporation, Sec. 381(a)(2) of the Internal Re...
In 2010, S hired APP as its president and CEO pursuant to an Offer of Employment letter. The letter states, "In connection with your employment...you will be eligible to r...
October 23, 2024 - Volume 18 Issue 204Print Report
X will form SH as a wholly-owned subsidiary. SH will then merge into Y, with Y as the surviving corporation. Former shareholders of Y shall become entitled to receive "$z&...
October 22, 2024 - The Deal Survey: October 2024Print Report
Welcome to this month's summary of deals. Full reports on some of these transactions can be found via the link in the description, or by searching the company name in our database.
October 22, 2024 - Volume 18 Issue 203Print Report
A corporation required to file the Indiana corporate income tax return is entitled to a net operating loss (NOL) deduction. A corporation's Indiana net operating loss deduc...
October 11, 2024 - Volume 18 Issue 196Print Report
C is a corporation engaged in Business. C is an 'S' corporation. The Continuing Shareholders own "a%" of the total shares of C. The Minority Shareholder owns...
G and GS are, and have been continuously, since no later than as of July 15, 1997, the sole members in GR, with each holding a fifty percent interest therein. For a period of a...
Vista Outdoor, Inc., ("VSTO"), has turned a bidding war for the company into a veritable bonanza for its shareholders. The company conducts two businesses, one of whi...
H files a consolidated return. H has a wholly-owned subsidiary, CX, which has a wholly-owned subsidiary, CY, that is used as a European holding company....
In the recent past, what had been primarily a domestic corporation phenomenon has begun to be embraced by foreign corporations as well. We are referring tospin-offs. For...
TowneBank, ("TOWN"), and Village Bank & Trust Financial Corporation, ("VBFC"), recently announced a definitive agreement and plan of reorganization purs...
P is the common parent of a consolidated group. P owns S1. S1 owns 80 percent of S2. S2 owns S3. S1 was the lender on an intercompany indebtedness with S3. S3's liabilities...
September 25, 2024 - The Deal Survey: September 2024Print Report
Welcome to this month's summary of deals. Full reports on some of these transactions can be found via the link in the description, or by searching the company name in our database.
The persistent (and substantial) discount to net asset value at which the sharesof Liberty Broadband Corporation, ("LBRDK"),trades appears to be, much to...
September 19, 2024 - Volume 18 Issue 181Print Report
Under an agreement and plan of merger, the shareholders of X corporation exchanged each outstanding share of their common stock for a specified number of sharesof voting...
September 18, 2024 - Volume 18 Issue 180Print Report
T is a publicly traded domestic corporation which had been formed on Date A. T owns TS1, TS2, and TS3. TS1 owns T4. TS2 and TS3 together wholly own LP.
&...
On September 9, 2024, a transaction that was years in the making was finally consummated. Thus, Liberty Media Corporation, ("LMC"), and its 83 percent owned subsidiar...
When bank holding companies are combined, frequently by means of a statutory merger or consolidation, it is a virtual certainty that the banking subsidiaries of such holding co...
Anglo Gold Ashanti plc, ("AU"), and Centaminplc, ("C") announced that they have agreed to the terms of a recommended acquisition of C on the part of A...
September 6, 2024 - Volume 18 Issue 172Print Report
X, a state chartered banking corporation, had outstanding 2,000x shares of common stock which were publicly held. X decided that its stock should be owned directly by a corpora...
First Majestic Silver Corporation, ("AG"), a Canadian corporation, and Gatos Silver, Inc., ("GATO"), a U.S. corporation, announced that they have entered in...
On March 8, 2021, Callaway Golf Co. completed its acquisition of Topgolf International, Inc. Callaway, which already owned approximately 14 percent of Topgolf's stock, acqu...
News Corporation, ("NWSA"), currently owns approximately 61 percent of the issued and outstanding capital stock of REA Group Ltd., ("REA"). REA is the flags...
September 3, 2024 - Volume 18 Issue 169Print Report
P owns Sub 1 which owns Sub 2. Sub 2 wholly owns Sub 3. Sub 3 owns all of the stock of Sub 4. The latter is engaged in Business A. P also owns LLC1, a disregarded entity. LLC1...
Parent is the common parent of an affiliated group of corporations that operate in a variety of industries and join in filing a consolidated U.S. federal income tax return. Par...
Arch Resources, Inc., ("ARCH"), and CONSOL Energy, Inc., ("CEIX"), have announced that they have entered into a definitive agreement to combine in an "...
August 21, 2024 - The Deal Survey: August 2024Print Report
Welcome to this month's summary of deals. Full reports on some of these transactions can be found via the link in the description, or by searching the company name in our database.
Enstar Group Ltd., ("ESGR"), one of the legion ofinsurers and re-insurersorganized under the laws of Bermuda, recently announced that it has entered into...
General Electric Financial Investments, ("GEFI"), a U.K. incorporated company, is part of General Electric group, the ultimate parent of which is General Electric Com...
On October 2, 2023, Kellogg Company completed the separationof its cereal business through a spin-off of W.K. Kellogg, (KLG). Such spin-off wasintended to...
In 2006, MS, a wholly owned subsidiary of V, attempted to purchase a property. To qualify for a tax benefit, MS arranged for a third party to set up a separate LLC, "E,&qu...
Uniti Group, Inc., ("UNIT"), is a real estate investment trust, ("REIT"). UNIT recently announced that it has entered into a definitive agreement to "m...
Enstar Group Ltd., ("ESGR"), organized under the laws of Bermuda, recently announced that it has entered into a definitive merger agreement pursuant to which Sixth St...
International Game Technology PLC, ("IGT"), and Everi Holdings, Inc., ("EHI"), recently announced that they have entered into a definitive agreement "w...
Bally's Corporation, ("BALY"), recently announced that it has entered into a definitive merger agreement pursuant to which Standard General, L.P., ("Standard...
July 25, 2024 - The Deal Survey: July 2024Print Report
Welcome to this month's summary of deals. Full reports on some of these transactions can be found via the link in the description, or by searching the company name in our database.
X organizes Y, a newly-formed wholly-owned subsidiary. Pursuant to an integrated plan, X acquires all of the stock of T in a statutory merger of Y into T, with T surviving. In...
VSTO is only days awayfrom conveninga Special Meeting of Shareholders in which the company hopes to gain approval for the acquisition by CSG of VSTO's suddenly...
A corporation acquires all of the stock of another corporation and, pursuant to its avowed plan, the acquiring corporation causes the acquired corporation to completely liquida...
June 25, 2024 - The Deal Survey: June 2024Print Report
Welcome to this month's summary of deals. Full reports on some of these transactions can be found via the link in the description, or by searching the company name in our database.
P is a holding company and is the common parent of an affiliated group with which it files a consolidated income tax return. T is a holding company and is also the common paren...
It is widely believed that one ofthe least successful deals of the recent past wasIllumina, Inc.'s acquisition of GRAIL, Inc. This ill-fatedacquisition to...
Liberty Media Corporation, ("LMC"), is poised to complete, a split-off in which it will be removing from the Liberty family of corporations, its 84 percent stake in S...
PHH Holdings Corporation, ("PHHH"),was a wholly-owned subsidiary of PHH Corporation, ("PHHC"). PHHC, in turn, was wholly owned by Cendent Corporation....
S formed RS on February 17, 2011. RS elected to be taxed as an 'S' corporation. RB entered into collective bargaining agreements, ("CBAs"), with Local 813, a...
TP is a distributor of tangible personal property based outside of Washington. TP operated as a subsidiary of P until...when TP was merged into...P. TP makes primarily wholesal...
The real property at issue consists of two Los Angeles supermarkets, (the "properties"). In December 2014, Super A Foods, Inc., (the "corporation"), transfe...
Noble Corporation plc, ("NE") and Diamond Offshore Drilling, Inc., ("DO"), announced that they have entered into a definitive agreement pursuant towhi...
PowerSchool Holdings, Inc., ("PWSC"), a self-described "leading provider of cloud-based software for K-12 education," announced that it has entered into a d...
D conducts a pharmaceuticals business. C, D's wholly-owned subsidiary, conducts a cosmetics business. D does all of the borrowing for both D and C and makes all of the deci...
May 28, 2024 - The Deal Survey: May 2024Print Report
Welcome to this month's summary of deals. Full reports on some of these transactions can be found via the link in the description, or by searching the company name in our database.
X has outstanding a single class of common stock. Y has outstanding one class of common stock and one class of preferred stock. None of the preferred stock was "Sec. 306 s...
Atlas Neon Merger Subsidiary, Inc. ("PUR"), a wholly-owned subsidiary of newly-formed Atlas Merger Parent, Inc., ("P"), is offering to purchase, (the "...
Since the enactment, in 1997, of section 355(e) of the Internal Revenue Code, the so-called "anti-MorrisTrust" rule, it has become an article of faith on Wall S...
Crescent Energy Company, ("CRGY"), and Silver Bow Resources, Inc., ("SBOW"), announced that they have entered into a definitive agreement pursuant to which...
Chord Energy Corporation, ("CHRD"), a Delawarecorporation, and Enerplus Corporation, ("ERF"), a corporation organized under the provincial laws of Alb...
Inhibrx, Inc., ("INBX"), is engaging in a "Morris Trust" transaction in which Sanofi is the merger partner. This particular Morris Trust transaction is, unl...
UMB Financial Corporation, ("UMBF"), and Heartland Financial USA, Inc., ("HTLF"), announced that they have entered into a definitive agreement pursuant to&n...
Most spin-offs and split-offs, at least historically, have involved the complete separationof the controlled corporation(s),"spinco" or "splitco,&quo...
The limited liability company (LLC) is treated as a partnership for federal tax purposes. The members of the LLC are selling their membership interests to the Purchaser (PU). T...
NeoGamesS.A. is organized under the laws of Luxembourg. It has entered into an agreement pursuant to which, via a reverse triangular merger, it will be acquired by an Aus...
April 24, 2024 - The Deal Survey: April 2024Print Report
Welcome to this month's summary of deals. Full reports on some of these transactions can be found via the link in the description, or by searching the company name in our database.
P formed S for the sole purpose of acquiring all the stock of T by means of a reverse subsidiary cash merger. S merged into T with T surviving. The shareholders of T exchanged...
Matterport, Inc., ("MTTR"), announced that it has entered into a definitive agreement with CoStar Group, Inc., ("C"), pursuant to which "C will acquire...
In a "Reverse Morris Trust" transaction, i.e., a spin-off which is followed, as part of the overall plan, by a business combination in which spinco is theactive...
PO is a domestic partnership that owned all of the outstanding stock of Parent. Parent was the common parent of a consolidated group, (the "Parent Consolidated Group"...
X is a state chartered savings and loan association having permanent shares of stock outstanding. X proposes to merge with and into Y, a federally chartered nonstock membership...
Westgold Resources Limited, ("WGX"), an Australian corporation, and Karora Resources, Inc., ("KRR"), organized under the laws of Canada, "have agreed t...
X merged with Z in a reorganization qualifying under Sec. 368(a)(1)(A). A and B, the shareholders of Z, agreed to reimburse X for any after-tax expenses that X might incur as a...
March 25, 2024 - The Deal Survey: March 2024Print Report
Welcome to this month's summary of deals. Full reports on some of these transactions can be found via the link in the description, or by searching the company name in our database.
Senators Sheldon Whitehouse(D-R.I.), and J.D. Vance, (R-Ohio),with no advanced warning, recently introduced a rather startling piece of legislation that would more...
Sunoco L.P., ("SUN"), and NuStar Energy L.P., ("NS"), each a publicly traded partnership that has avoidedcorporate tax treatment by satisfying section...
P wanted to acquire all of the outstanding stock of Y for cash. P was only able to purchase 97.9 percent of the outstanding stock of Y for cash. In order to complete the acquis...
BlackRock, Inc., ("BLK"), is frequently credited with founding the "ESG" movement, a designation that it now seemingly regrets given the well-publicized&nbs...
EQT Corporation, ("EQT"), and Equitrans Corporation, ("ETRN"), announced that they have entered into a definitive merger agreement. EQT will be acquiring&nb...
Atlas Neon Merger Subsidiary, Inc. ("PUR"), a wholly-owned subsidiary of newly-formed Atlas Merger Parent, Inc., ("P"), is offering to purchase, (the "...
JetBlue Airways Corporation, ("JBLU"), entered into a definitive agreement, in July 2022, to acquire Spirit Airlines, Inc., ("SAVE"). It was always apparent...
Vista Outdoor, Inc., ("VSTO"), conducts two principal lines of business, the Outdoor Products business, ("OP"), and the Sporting Products business, ("S...
X Corporation, (X), owns 86 percent of the stock of Y Corporation, (Y). M Corporation, (M), wished to acquire Y in a statutory merger. A merger agreement was executed...
First Advantage Corporation, ("FA"), announced that it has entered into a definitive purchase agreement to acquire Sterling Check Corporation, ("STER"). FA...
Chevron Corporation, ("CHV"), several months ago, announced it had enteredinto a definitive agreement to acquire Hess Corporation, ("HES"), in an &quo...
February 22, 2024 - Volume 18 Issue 36Print Report
P is the common parent of an affiliated group of corporations. S is a wholly-owned subsidiary of P that was acquired by P in a taxable transaction on Date 1.
&n...
February 21, 2024 - The Deal Survey: February 2024Print Report
Welcome to this month's summary of deals. Full reports on some of these transactions can be found via the link in the description, or by searching the company name in our database.
February 21, 2024 - Volume 18 Issue 35Print Report
In the spring of 1944, the board of directors of petitioner, (SL), appointed a committee of the board to make a study of "all phases of the capital structure&quo...
DraftKings, Inc., ("DKNG"), announced that it has reached an agreement to acquire Jackpocket, ("J"), "for total consideration of approximately $750 mil...
Capital One Financial Corporation, ("COF"), and Discover Financial Services, ("DFS"), announced that they have entered into a definitive agreement pursuant...
Screaming Eagles Acquisition Corporation,, ("SEAC"), a special purpose acquisition company, ("SPAC"), announced that it has entered into a definitive agreem...
We had high hopes that the acquisition by Diamondback Energy, Inc., ("FANG"), of Endeavor Parent LLC, ("EP"), would result in FANG achieving a cost basis in...
Barratt Developments PLC and Redrow PLC, each organized under the laws of the United Kingdom, recentlyannounced that the boards of directors of each such corporation have...
Choice Hotels International, Inc., ("CHH"), has been in hot pursuit of its industry colleague, Wyndham Hotels & Resorts, Inc., ("WH"), for quite some ti...
Sunoco L.P., ("SUN"), and NuStar Energy L.P., ("NS"), each a publicly traded partnership that avoids corporate tax treatment by satisfying section 7704(c)&#...
WillScot Mobile Mini Holdings Corporation, ("WSC"), announced it has entered into a definitive agreement to acquire McGrath RentCorp, ("MGRC"). The deal, wh...
Inhibrx, Inc., ("INBX"), and Sanofi announced that the companies have entered into a definitive agreement under which Aventis, Inc., ("AI"), a subsidiary of...
Chesapeake Energy Corporation, ("CHK"), and Southwestern Energy Company, ("SWN"), recentlyannounced that they have entered into an agreement to merge...
The active trade or business requirement, found in section 355(a)(1)(C), is arguably the one that is most closely identified with spin-offs. There are several layersto th...
January 22, 2024 - The Deal Survey: January 2024Print Report
Welcome to this month's summary of deals. Full reports on some of these transactions can be found via the link in the description, or by searching the company name in our database.
Where an acquisitive transaction qualifies as a reorganization, within the meaning of section 368(a) of the Code, the shareholders of the acquired corporation become entitled t...
EK was a majority owner of F, a logging business. TK, EK's spouse, was F's secretary. F failed to pay its unemployment compensation taxes... FS is also a logging busine...
Synopsys, Inc., ("SNPS"), and Ansys, Inc., ("ANSS"), announced, on January 16, 2024, that they have entered into a definitive agreement pursuant towhi...
Crescent Point Energy Corporation, ("CPG"), recently announced that it has entered into an "arrangement agreement" to acquire Hammerhead Energy, Inc., (&quo...
TP is a distributor of tangible personal property based outside of Washington, ("W"). TP operated as a subsidiary of P until...when TP was merged into P...and has ope...
TP is a wholly owned subsidiary of a publicly-traded company headquartered outside of Tennessee, ("TN"). TP is headquartered outside of TN. TP maintains "Facilit...
Several months ago, Permian Resources Corporation, ("PR"), and Earthstone Energy, Inc., ("ESTE"), entered into a plan and agreement which envisioned the acq...
December 22, 2023 - Volume 17 Issue 245Print Report
In 1926, under an agreement with petitioner, EFC organized a new corporation with 12,500 shares of non-voting preferred stock and 30,000 shares of common stock.
December 20, 2023 - The Deal Survey: December 2023Print Report
Welcome to this month's summary of deals. Full reports on some of these transactions can be found via the link in the description, or by searching the company name in our database.
Masonite International, Inc., ("DOOR"), a corporation organized under the laws of British Columbia, and PGT Innovations, Inc., a domestic corporation, ("PGTI&quo...
On December 14, 1999, the DBT had owned 16.4 percent of the common stock of BPSI. On December 16, 1999, BPSI filed with the Pennsylvania Department of State articles of merger...
December 15, 2023 - Volume 17 Issue 240Print Report
The question is whether the transfer by CSC to DOC was a reorganization or a mere sale which subjected the transferor to a tax on any profit realized.
&n...
The merger agreement pursuant to which Sirius XM Holdings, Inc. ("SIRI"), will become a wholly owned subsidiary of Liberty Sirius XM Holdings, Inc., ("SplitCo),...
Star Bulk Carriers, ("SBLK"), a corporation organized under the laws of the Marshall Islands, and Eagle Bulk Shipping, Inc., ("EGLE"), a domestic 'C'...
The separation of Sirius XM Holdings, Inc., ("SIRI"), from Liberty Media Corporation, ("LMC"), frequently rumored, has now become, or will by Q3 of 2024, a...
Cedar Fair, L.P., ("FUN"), an owner and operator of amusement parks,was one the last of the so-called "electing 1987 partnerships," (in fact, the only...
A taxpayer owns stock in Ycorporation which has, unfortunately, declined in price during the period the taxpayer has owned the stock. Thus, the taxpayer is "sitting&...
The DuckhornPortfolio, Inc., ("NAPA"), recently announced that it has entered into a definitive agreement to acquire Sonoma-Cutrer Vineyards,Inc., ("SCV&qu...
DP, a Country A publicly traded corporation, is the ultimate parent of a worldwide group of corporations. DP appears to be Flex LTD. The Distributing Group consists of Business...
November 27, 2023 - The Deal Survey: November 2023Print Report
Welcome to this month's summary of deals. Full reports on some of these transactions can be found via the link in the description, or by searching the company name in our database.
November 27, 2023 - Volume 17 Issue 226Print Report
The Gulf Coast Irrigation Company was the owner of irrigation properties. Petitioner was the sole shareholder of the Irrigation Company. A contract called for a conveyance of a...
In January 2016, at the very height of the "inversion" craze, Johnson Controls, Inc., ("J"), entered into an agreement to merge with Tyco International, plc...
Crescent Point Energy Corporation, ("CPG"), announced that it has entered into an "arrangement agreement" to acquire Hammerhead Energy, Inc., ("HHRS&qu...
In August, 2023 DISH Network Corporation, ("D") entered into an Agreement and Plan of Merger, (the "Original Merger Agreement"), with EchoStar Corporation,...
When the parties to an acquisition are uncertain about the value of the target, it may be best to delay paying a portion of the merger consideration until such time, if ever, t...
Cadeler A/S, a public limited company incorporated under the laws of Denmark, is offering to exchangefor each outstanding share of Eneti, Inc., a corporation incorporated...
October 24, 2023 - The Deal Survey: October 2023Print Report
Welcome to this month's summary of deals. Full reports on some of these transactions can be found via the link in the description, or by searching the company name in our database.
One of the more interesting deals in the market is Vista Outdoor, Inc.'s proposal for disposing of its Sporting Products business and returning to its shareholdersthe...
Broadcom, Inc., ("AVGO"), and VMware, Inc., ("VMW"), announced that the deadline for VMW's shareholders to elect the form of merger consideration they w...
October 16, 2023 - Volume 17 Issue 197Print Report
P, whose stock is widely held and publicly traded, is a manufacturing corporation organized under the laws of State A. T, whose stock is closely held, is a manufacturing corpor...
It did not take long for the rumors to become reality. Exxon Mobil Corporation ("Exxon"),and Pioneer Natural Resources, ("Pioneer"), jointly announced...
Bristol-Myers Squibb, ("BMY"), and Mirati Therapeutics, Inc., ("MRTX"), announced that they have entered into a definitive merger agreement pursuant to ...
AMC Entertainment Holdings, Inc., ("AMC"), is now poised to implement its controversialrestructuring plan since, on August 11, 2023, the court finally approved...
September 29, 2023 - Volume 17 Issue 186Print Report
PS is a publicly traded limited partnership that owns and operates Property. PS owns the stock of two subsidiaries, Sub 1 and Sub 2. To improve access to capital markets and fo...
In November 2021, Liberty Media Corporation, ("LMC"), acquired sufficient additional stock in Sirius XM Holdings, Inc., ("SIRI"), to place LMC "in cont...
September 22, 2023 - The Deal Survey: September 2023Print Report
Welcome to this month's summary of deals. Full reports on some of these transactions can be found via the link in the description, or by searching the company name in our database.
Green Plains, Inc., ("GPRE"), owns an approximately49 percent limited partner interest and a two percent general partner interest in a publicly traded partnersh...
TP, a publicly held corporation, entered into a merger agreement dated Date 4. TP had no majority shareholder. TP was acquired in a reverse triangularmerger with Merger S...
TriNet Group, Inc., ("TNET"), is engaging in a massive, nearly $1 billion, stock repurchase which has some unusual features, most notablyfrom a federal income t...
The boards of directors of paper manufacturersSmurfit Kappa Group plc, ("S"), and WestRock Company, ("W"), recently announced the signing of a definit...
Bank of California, Inc., ("BANC"), and PacWest Bancorp, ("PACW"), two West Coast stalwarts who have been punishedin the wake of the Silicon Valley Ba...
Hostess Brands, Inc., ("TWNK"), announced that it has entered into a definitive agreement with the JM Smucker Company, ("SJM"), in connection with which the...
TransAlta Corporation, ("TAC"), owns approximately sixty percent of the outstanding stock of TransAlta Renewables, Inc., ("RNW"). Each of TAC and RNWi...
It has taken quite a while but, finally, Intercontinental Exchange, Inc., ("ICE"), was grantedpermissionto complete its acquisition of Black Knight, Inc.,...
September 6, 2023 - Volume 17 Issue 170Print Report
X is an 'S' corporation. X and A propose to enter into an agreement that provides options to both parties that, at a future date, may result in the transfer of ownershi...
The use of contractual contingent value rights, ("CVRs"), to bridge valuation gaps has become almost standard operating procedure in the world of health care acquisit...
It has now been several months since the closing of the historic acquisition by UBS Group AG of troubledCredit Suisse AG. Upon the closing of the transaction, each outsta...
T is a holding company which, through its subsidiaries, is engaged in Business P and in Business D. T has three classes of stock outstanding: Class A voting common stock owned...
FA, an FC corporation, uses the accrual method of accounting. FA wished to acquire T, the domestic common parent of a consolidated group of corporations using the accrual metho...
August 24, 2023 - The Deal Survey: August 2023Print Report
Welcome to this month's summary of deals. Full reports on some of these transactions can be found via the link in the description, or by searching the company name in our database.
Permian Resources Corporation, ("PR"), and Earthstone Energy, Inc., ("ESTE"), announced that they have entered into a definitive agreement under which PR wi...
X, a State C banking corporation, has outstanding 2,000x shares of common stock which were publicly-held. X has decided that its stock should be owned directly by a c...
HF Sinclair Corporation, ("DINO") owns a 47 percent limited partner interest in Holly Energy Partners, L.P., ("HEP").and a non-economic general partne...
Energy Transfer L.P. ("ET"), and Crestwood Equity Partners L.P., ("CEQP"), each a publicly traded partnership, announced that the parties have entered into...
In 2019, to much fanfare, Fidelity National Information Services, Inc., ("FIS"), acquired all of the outstanding stock of Worldpay, Inc., ("WP"). The acquis...
Cleveland-Cliffs, Inc., ("CLF"),decided to go public with an offer it previously made exclusively to the Board of Directors of the United States Steel Corporati...
Companies with products and/or processes that are still in the developmental stage, and have not yet attainedcommercial viability, are notoriously difficult to value. Whe...
Avid Technology, Inc., ("AVID"), is the subject of a leveraged buy-out, ("LBO"). It recently announced that it has entered into a definitive agreement to be...
The Ergen family has long enjoyed a controlling interest in each of DISH Network Corporation, ("DISH"), and EchoStar Corporation, ("SATS"). Approximately fo...
On July 31, 2023, New Relic, Inc., ("NEWR"), announced it had entered into an Agreement and Plan of Merger with Crewline Buyer, Inc., ("Parent"), and Crewli...
Fidelity National Information Services, Inc., ("FIS"), in 2019, acquired Worldpay, Inc., ("W"), in a cash and stock deal for well north of $30 billion. The...
Bank of California, Inc., ("BANC"), and PacWest Bancorp, ("PACW"), have announced the signing of a definitive merger agreement pursuant to which the compani...
July 20, 2023 - The Deal Survey: July 2023Print Report
Welcome to this month's summary of deals. Full reports on some of these transactions can be found via the link in the description, or by searching the company name in our database.
In 2019, Fidelity National Information Services, Inc., ("FIS"), and Worldpay, Inc., ("WP), engaged in a business combination in which FIS acquired the stock of W...
We have reviewed many deals over the past few years in which the consideration offered to the shareholders of the acquired corporation consisted not only of "current"...
Where a transaction qualifies as a "reorganization," within the meaning of section 368(a) of the Code, the shareholders of the acquired corporation are permitted ...
P is the common parent of a consolidated group. P owns all of the stock of S1. S1 owns at least 80 percent of the stock of S2. S2 owns all of the stock of S3.
&...
June 26, 2023 - The Deal Survey: June 2023Print Report
Welcome to this month's summary of deals. Full reports on some of these transactions can be found via the link in the description, or by searching the company name in our database.
CadelerA/S, ("C"), and Eneti, Inc., ("E"), announced that they have entered into a business combination agreement to combine through a stock-for-stock...
Chinook Therapeutics, Inc., ("KDNY"), is a biopharmaceutical company focused on developing medicines for the treatment of kidney diseases. It announced that it has en...
Recently, ONEOK, Inc., ("OKE"), and Magellan Midstream Partners, L.P., ("MMP), a master limited partnership, ("MLP"), announced that they have executed...
C is a State X corporation engaged in property management and other businesses. C has outstanding 228,000 shares of voting common stock, all of which are held by Trust (T), a r...
It is ordinarilythe case, where a public corporation acquires a private one, that the deal will be structured to permit the acquirer to obtain a "cost" (i.e., s...
Not surprisingly, we suppose, one of the largest holders of Magellan Midstream Partners, L.P., ("MMP"), has indicated that the tax profile of the MMP/ONEOK deal will...
Mr. A owns T. T had $150x worth of assets and $50x of liabilities. The value of P's assets, net of liabilities, is $410x. P forms X for the sole purpose of acquiring all th...
While many acquisitions of real estate investment trusts, ("REITs"), are structured as taxable acquisitions of the assets of the acquired REIT, so as to provide the a...
Stratasys Ltd., ("SSYS"), an Israeli corporation, and Desktop Metal, Inc., ("DM"), a domestic corporation, announced that they have entered into a definitiv...
Chevron Corporation, ("CVX"), recently announced it has entered into a definitive agreement with PDC Energy, Inc., ("PDCE"), to acquire all outstanding shar...
May 24, 2023 - The Deal Survey: May 2023Print Report
Welcome to this month's summary of deals. Full reports on some of these transactions can be found via the link in the description, or by searching the company name in our database.
Management and itsaffiliates and related partiescurrently owns approximately 36 percent of the stock of Franchise Group, Inc., ("FRG"). The remainder of t...
More details have now emerged regarding UBS Group AG's acquisition of its former rival, Credit Suisse Group AG. As advertised, the acquisition will be structured as a merge...
P, a foreign corporation, owns all of the stock of S-1 and S-2. S-1 is a foreign corporation that is incorporated in Country X. S-2 is a domestic corporation engaged in the ban...
ONEOK, Inc., ("OKE"), and Magellan Midstream Partners, L.P., ("MMP"), announced that they have executed a definitive merger agreement, in whicha newly...
Allkem Ltd., and Livent Corporation announced the signing of a definitive agreement "to combine the two companies." From Livent's point of view, the deal resemble...
W was incorporated in 1954, and was engaged in the business of owning and leasing real estate and personal property. W has 1,169 shares of common stock issued and outstanding....
The Tax Court held that literal compliance with the provisions of a state law authorizing a merger would not in itself effect a reorganization; that the test of contin...
April 24, 2023 - The Deal Survey: April 2023Print Report
Welcome to this month's summary of deals. Full reports on some of these transactions can be found via the link in the description, or by searching the company name in our database.
One of the longest-running sagas in recent deal history involves the union of Albertsons Companies, Inc., ("ACI"), and Kroger Co., ("KC"). In connection wit...
Hudbay Minerals, Inc., ("HBM"), and Copper Mountain Mining Corporation, ("CMMC"), each organized under the laws of Canada, have announced a business combina...
On March 13, 2003, LLC was formed as an Arizona limited liability company. Plaintiff, ("P"), was a member of LLC. LLC was taxed as an 'S' corporation...
The taxpayer corporation was indebted to a shareholder. Four lots of stock owned by the corporation were transferred to the shareholder. On two lots there were gains; on the ot...
Dover Corporation, (D), owned DCF, a Delaware corporation. DCF owned DUK. DUK owned H&C, a U.K. corporation engaged in the business of installing and servicing elevators.&n...
GasLog Ltd., ("GLL"), and GasLog Partners, ("GLP"), announced that they have entered into a definitive merger agreement pursuant to which GLL will acquire &...
On February 8, 2023, Post Holdings, Inc., ("PHI"), and PCB Sub, LLC, ("PCB"), a newly created, wholly-owned, indirect subsidiary of PHI, and a disregarded e...
Extra Space Storage, Inc., ("EXR"), and Life Storage, Inc., ("LSI"), announced that the two corporations, each a real estate investment trust, ("REIT&q...
Endeavor Group Holdings, Inc., ("EDR"), and World Wrestling Entertainment, Inc., ("WWE"), founded by the legendary Vince McMahon, today announced what, in r...
By contract between M, an individual, and the JC, a corporation, it was provided that M should sell 1,026 shares of his stock of 2C for $65 per share, but should retain the bal...
March 23, 2023 - The Deal Survey: March 2023Print Report
Welcome to this month's summary of deals. Full reports on some of these transactions can be found via the link in the description, or by searching the company name in our database.
AMC Entertainment Holdings, Inc., ("AMC"), plans to convenea special meeting of its stockholders at which certain proposed amendments to the company's Certi...
P was a 'C' corporation. P was the parent of an affiliated group of corporations which included T. T was a 'C' corporation. On January 5, 2001, P merged, downst...
Whether voluntarily or not, the die is now cast. UBS is acquiring itsbeleaguered rival, Credit Suisse, in a transaction apparently brokered by the Swiss banking authoriti...
At the beginning of 1984, when Alumax, Inc. (AL)was owned 50 percent by Amax (A) and 50 percent by "Japanese interests" (J), AL undertook a restructur...
One of the most notorious transactions of the "inversion era" was one that was not seen to completion, the inversion of AbbVie, Inc., in which Shire plcwas to s...
Vistra Corporation, ("VST"), announced that it has executed a definitive agreement with Energy Harbor Corporation, ("ENGH"), pursuant to which ENGH will mer...
Baytex Energy Corporation, ("BTE"), a Canadian corporation, announced that it has entered into a definitive agreement to acquire Ranger Oil Corporation, ("ROCC&q...
The Federal Trade Commission, (the "FTC"), in its never-ending quest to remove real and perceivedobstacles to competition, hasnow focused its attention on...
February 23, 2023 - Volume 17 Issue 36Print Report
P is a manufacturing corporation organized under the laws of State A. T is also a manufacturing corporation organized under the laws of State A. P organizes S as a wholly owned...
Under section 6621(d) of the Code, when "underpayments and overpayments by the same taxpayer offset each other, no interest is due." In Case 1, B's un...
February 22, 2023 - The Deal Survey: February 2023Print Report
Welcome to this month's summary of deals. Full reports on some of these transactions can be found via the link in the description, or by searching the company name in our database.
Where the "merger consideration" in a proposed transaction consists exclusively of the acquirer's stock, it generally follows that the shareholders of the acquire...
In 2019, Fidelity National Information Services, Inc. ("FIS"), and Worldpay, Inc., ("WP"), engaged in a business combination in which the former acquired al...
Section 4501 of the Internal Revenue Code, enacted in the Inflation Reduction Act of 2022, as is by now well-known, imposes on each "covered corporation" an excise ta...
Parent, ("P"), is the parent of a worldwide group of affiliates, (the "P Worldwide Group"). The P Worldwide Group is engaged in multiple businesses, includi...
Public Storage, Inc., ("PSA"), we learned this morning, is proposing to acquire "all of the outstanding shares and units of Life Storage, Inc., ("LSI")...
OC, a wholly owned subsidiary of Johnson & Johnson, ("JJ"), sold healthcare products. It also produced Baby Powder, a skincare product. Its base was talc. Concern...
Magnet Forensics, Inc., ("MAGT"), a Canadian corporation, announced it has entered into a definitive arrangement agreement with "PU," a newly-created corpor...
C is a privately held holding company with all of its stock (consisting of Class A voting stock and Class B nonvoting stock) held by or for the benefit of members of...
Albertsons Companies, Inc., ("ACI"), in connection with its proposed business combination with The Kroger Company., ("KR"), declared a special dividend in O...
January 25, 2023 - The Deal Survey: January 2023Print Report
Welcome to this month's summary of deals. Full reports on some of these transactions can be found via the link in the description, or by searching the company name in our database.
APP held stock in CelgeneCorporation. On November 19, 2019, Bristol-Myers Squibb Company purchased Celgene Corporation in a "merger acquisition, which resulted in AP...
It turns out that SPACswill not only benefit from the I.R.S.'s surprising decision to exclude liquidating distributions from the definition of a "repurchase,&quo...
P and T are widely-held, manufacturing corporations organized under the laws of State A. P seeks to acquire all of the outstanding stock of T. P initiates a tender of...
The I.R.S.'s guidance on the corporate alternative minimum tax, (the "CAMT"), enacted in the Inflation Reduction Act of 2022,adopts the same governing...
Where the parties to an acquisition are unable to agree on the value of the target (or, less frequently, on the value of the acquirer) for purposes of fixing the merger conside...
December 22, 2022 - The Deal Survey: December 2022Print Report
Welcome to this month's summary of deals. Full reports on some of these transactions can be found via the link in the description, or by searching the company name in our database.
December 21, 2022 - Volume 16 Issue 242Print Report
Y is a farmer's cooperative association which markets and processes agricultural productson behalf ofits members. Its member-patrons possess membershi...
December 14, 2022 - Volume 16 Issue 237Print Report
C is aState W corporation that performs services for both the government and the private sector. At present, 68,300 shares of C common stock are held by current...
On October 27, 2022, a corporation, "Merger Sub," a wholly-owned subsidiary of "Parent," each such corporation recently created by Mr. Elon R. Musk, ("...
December 5, 2022 - Volume 16 Issue 230Print Report
X and Y, both organized in State R, have operated continuously for many years as mutual savings banks. Neither had any capital stock outstanding, nor were there any other writt...
One of the world's largest companies, PKN Orlen, recently acquired, as a complement to its oil refining business, the assets, subject to the liabilities, of an oil and gas...
One of more enduring issues faced by tax advisors who travel in the mergers and acquisitions space is the proper classification, for federal income tax purposes, of what we can...
The merger of Safehold, Inc., ("SAFE"), and iStar, Inc., ("STAR"), was already a rather complicated affair. It just got even more complex. To recap, STAR cu...
November 21, 2022 - The Deal Survey: November 2022Print Report
Welcome to this month's summary of deals. Full reports on some of these transactions can be found via the link in the description, or by searching the company name in our database.
Triple Flag Precious Metals Corporation, ("TFPM") and Maverix Metals, ("MMX"), each a Canadian corporation, announced that they have entered into a definiti...
Although a pro-rata spin-off remains the most popular methodfor a corporation to divest itself, tax-efficiently, of a suddenly incompatible business, some distributing co...
An acquisition technique that had, at one time, occupied a prominent place in an investment banker's arsenal, the "forward cash merger," was relegated to relative...
Ritchie Brothers Auctioneers, Inc., ("RBA"), a Canadian corporation, and IAA, Inc., ("IAA"), a domestic corporation, have entered into a definitive agreemen...
We have seen an inordinate number of special purpose acquisition companies, ("SPACs"), "throw in the towel" and announce their intention to liquidate due to...
On October 30, 2022, Emerson Electric Co., ("EMR"), "BCP Emerald," a Delaware limited partnership formed by investment funds managed by affiliates of Blacks...
In May 2021, New YorkCommunity Bancorp, Inc., ("NY"), and Flagstar Bancorp, Inc., ("FB"), entered into a definitive merger agreement pursuant to which...
October 26, 2022 - The Deal Survey: October 2022Print Report
Welcome to this month's summary of deals. Full reports on some of these transactions can be found via the link in the description, or by searching the company name in our database.
October 21, 2022 - Volume 16 Issue 200Print Report
A corporation listed its capital stock on a registered stock exchange and appointed botha registrar and a transfer agent to whom fees were paid "to take ca...
As we previously reported, STORE Capital Corporation, ("STOR"), a real estate investment trust, ("REIT"), and GIC and Oak Street announced that they have en...
The family, led by HGH, (the "Founder"),which owns approximately 83 percent of the stock of Continental Resources, Inc. ("CLR"), has decided that it w...
October 19, 2022 - Volume 16 Issue 198Print Report
Each of two trusts owned 250 shares of MS's outstanding stock. There were outstanding 76,543 shares of common stock of MS, of which some 97 percent were owned by HC and his...
It appears that the demise of special purpose acquisition companies, ("SPACs"), widely predicted in the popular press, has been greatly exaggerated. SPAC acquisitions...
Just days after rumors started circulating about a potential deal, The Kroger Co., ("KR"), and Albertsons Companies, Inc., ("AC") announced this morning tha...
Biohaven Pharmaceutical Holding Company, Ltd., ("BHNV"), announced that the closing date of the acquisition by Pfizer, Inc. of BHVN, ("the Merger"), is expec...
September 22, 2022 - The Deal Survey: September 2022Print Report
Welcome to this month's summary of deals. Full reports on some of these transactions can be found via the link in the description, or by searching the company name in our database.
September 22, 2022 - Volume 16 Issue 181Print Report
UST is a domestic corporation. UST is engaged in Business C with significant interests in the U.S., Europe, and Asia. UST has issued and outstanding shares of common stock, as...
The Inflation Reduction Act, (the "Act"), recently signed into law by President Biden, introduces into the tax law an excise tax imposed on the act, by a covered corp...
JetBlue Airways, Corporation, ("JBLU"), and Spirit Airlines, Inc., ("SAVE"), have entered into a definitive merger agreement pursuant to which JBLU has agre...
August 23, 2022 - The Deal Survey: August 2022Print Report
Welcome to this month's summary of deals. Full reports on some of these transactions can be found via the link in the description, or by searching the company name in our database.
AMMO, Inc., the owner of GunBroker.com, the largest online marketplace serving the firearms and shooting sports industries, and a leading vertically integrated producer, design...
JetBlue Airways Corporation, ("JBLU"), as everyone is now aware, has entered into a definitive agreement pursuant to which JBLU, assuming it secures the necessary reg...
Acquiring Corporation (AC) has only a single class of voting common stock outstanding. That stock iswidely-held and publicly-traded.For the purpose of fac...
In ILM 202224010, February 24, 2022, the "Agreement" provided for TP's acquisition of T. TP and T later decidedto terminate the Agreement; and TP paid to T...
Holisto Ltd., an Israeli corporation,has decided to engage in a business combination with a special purpose acquisition company, (a "SPAC"), by the name of Mori...
Unity Software, Inc., ("U"), and ironSource Ltd., ("IS"), a corporation organized under the laws of Israel,are planning a business combination in conn...
Over the past few years, we have witnessed numerous "roll-ups" of MLPs. In a roll-up, the general partner/sponsor acquires the publicly held partnership units and, in...
MasTec, Inc., ("MTZ"), and Infrastructure and Energy Alternatives, Inc.,("IEA"), announced that they have entered into a definitive agreement under wh...
Whiting Petroleum Corporation, ("WLL"), and Oasis Petroleum, Inc., each a domestic oil and gas exploration and production company,("OAS"), recently an...
July 21, 2022 - The Deal Survey: July 2022Print Report
Welcome to this month's summary of deals. Full reports on some of these transactions can be found via the link in the description, or by searching the company name in our database.
P has owned all the stock of S for more than five years. Each has been engaged in the active conduct of a trade or business for more than five years. As a result of a...
Nomad Royalty Co. Ltd., ("NSR"), and Sandstorm Gold Ltd., ("SAND"), each a corporation organized under the laws of Canada, have entered into an "Arrang...
In acquisitions in the biotechnology field, it is sometimes difficult to place a value on a target's nascent technology. Manythings have to fall in place, both from a...
Plan A, a multi-employerdefined benefit pension plan, is an eligible multi-employer plan under section 432(k)(3) of the Code. Plan A applies to the PBGCfor special...
Petitioner, (P), was formed by a merger on October 31, 1945 of two other corporations, BLS and BNIC. BLS had three wholly-owned subsidiaries with which it filed conso...
Unity Software, Inc., ("U"), and ironSource Ltd., ("IS"), a corporation organized and existing under the laws of Israel,announced that they have enter...
X owned 40 percent of the stock of Z. Y owned 60 percent of the stock of Z. All of the stock of each of X and Y was owned by Mr. A. Each corporation had been engaged...
Healthcare Trust of America, Inc., ("HTA"), announced that its Board of Directors has established the last business day prior to the closing date of the merger with H...
Frontier Group Holdings, Inc., ("ULCC"), and Spirit Airlines, Inc., ("SAVE"), are attempting to push their merger to the finish line, in the face of strong...
Oasis Petroleum, Inc., ("OAS"), announced that its Board of Directors has...declared a "special dividend" of $15.00 per share. The dividend is being declare...
June 23, 2022 - The Deal Survey: June 2022Print Report
Welcome to this month's summary of deals. Full reports on some of these transactions can be found via the link in the description, or by searching the company name in our database.
P is a domestic corporation. P has issued and outstanding a single class of common stock of which 42.77 percent is held by A, 42.77 percent is held by B, and 14.46 pe...
States and localities are by no means obligated to acknowledge, embrace or otherwise adhere to the federal income tax treatment of a transaction. Accordingly, a transaction tha...
Constellation Brands, Inc., ("STZ"), has long had a high vote/low vote common stock structure. The Sands family, (the "Family"), collectively holds over 98...
C is a bank holding company with many subsidiaries, of which three are relevant here. Before 2005, KWA earned tax credits. Those credits were governed by the SBTA, which allowe...
M owned 45 percent of the stock of X. A, an individual, owned 10 percent of the stock of X and 100 percent of the stock of M. The assets of X consist solely of 100 pe...
Sprague Resources, L.P., ("SRLP"), announced that it has entered into a definitive agreement and plan of merger, (the "Agreement"), pursuant to which an aff...
Gold Fields Limited, ("GFI"), and Yamana Gold, Inc., ("AUY"), announced that they have entered into a definitive agreement, (the "Arrangement Agreement...
V was formed in 1999 as an 'S' corporation with its commercial domicile and headquarters in Illinois. V operated call centers in Canada. T was a Massachusetts limited l...
May 25, 2022 - The Deal Survey: May 2022Print Report
Welcome to this month's summary of deals. Full reports on some of these transactions can be found via the link in the description, or by searching the company name in our database.
There have been numerous MLP "roll-ups" over the past severalyears. These transactions ordinarily involve the acquisition by the "sponsor" of the publ...
Petitioner is the successor by merger to PII. PII was organized on December 3, 1962 in the course of implementing an agreement to consolidate five existingcorpo...
TP is aBusiness E holding company. TP's subsidiaries provide various Business F services. Prior to Date X, T1 was a Business E holding company operating und...
Intercontinental Exchange, Inc., ("ICE"), announced that it has entered into a definitive agreement to acquire Black Knight, Inc., ("BKI"). The "cash a...
On Date 1, TP and T, publicly traded corporations, entered into a merger agreement under which TP agreed to acquire T in a stock for stock transaction. The merger closed on Dat...
Recently, PS Business Parks, Inc., ("PSB") agreed to be acquired by Blackstone Real Estate ("BREIT"), in a transaction structured as a "reverse cash me...
Twitter, Inc., ("TWTR"), as everyone now knows, is being acquired by Mr. Elon Musk, ("EM"). EM will be acquiring TWTR through what Ginsburg and Levin refer...
NS owned 21,534 shares of common stock in HCA. Rather than turn the certificates over to a broker or to a bank, NS maintained possession of the certificates. In Novem...
Just last week, the consistently acquisitiveBlackstone Real Estate, ("BREIT"), entered into a plan to acquire ACC. The transaction was structured in the manner...
April 22, 2022 - The Deal Survey: April 2022Print Report
Welcome to this month's summary of deals. Full reports on some of these transactions can be found via the link in the description, or by searching the company name in our database.
American Campus Communities, Inc., ("ACC"), a real estate investment trust, ("REIT"), has entered into a definitive agreement in connection withwhich...
Frontline Ltd., ("FRO"), and Euronav NV, ("EURN"), have signed a term sheet that has been approved by the boards of directors of each such corporation...
A Connecticut combined unitary group consists of four members: A, B, C, and D, (the "Combined Group"). The Combined Group has filed a Connecticut unitary corporation...
Post Holdings, Inc., (POST), one of the nation's leading consumer packaged goods purveyors, has alsogained a well-deserved reputation on Wall Street as an astute fina...
P is the common parent of an affiliated group of corporations, (the "P Group"), that joins in the filing of a consolidated U.S. federal income tax return. P has agree...
A fertile source forSPAC acquisitions would appear to be "unwanted" divisions of public corporations. Instead of shedding these divisions via a conventional sal...
March 23, 2022 - The Deal Survey: March 2022Print Report
Welcome to this month's summary of deals. Full reports on some of these transactions can be found via the link in the description, or by searching the company name in our database.
While certain politicians are making noises about the supposed anti-competitive aspects of the proposed merger of Spirit Airlines, Inc., ("SAVE") and Frontier Group H...
Under the version of the Ordinance in effect on March 11, 2014--the date of the merger--SFBTRC1101 and 1102 imposed a tax on the transfer of "any lands, tenements, o...
X Corporation, (X), and Y Corporation, (Y), were unrelated corporations that for many years were engaged in the hardware business. In fact, X operated two significant...
Foreign Parent, ("FP"), owned all the stock of P, a domestic corporation. P owned D2 and LLC, a disregarded entity. D2 owned Sub and D1. Sub owned C. On Date 1, Sub m...
TD Bank Group, ("TD"), and First Horizon Corporation, ("FHN"), announced that they have signed a definitive agreement "for TD to acquire FHN in an all-...
Cedar Realty Trust, ("CDR"), announced that, following its previously announced dual-track review of strategic alternatives, "it has entered into definitive agre...
On March 30, 2000, Hoops, ("H"), was established as a Delaware limited partnership by and between HM and HH for the purpose of acquiring, owning, operating, and condu...
February 23, 2022 - The Deal Survey: February 2022Print Report
Welcome to this month's summary of deals. Full reports on some of these transactions can be found via the link in the description, or by searching the company name in our database.
TP provides payment processing services to merchants. TP was interested in acquiring T. On Date 1, each share of T common stock was converted into the right to receive "x&...
Preferred Apartment Communities, ("APTS"), a real estate investment trust, announced that it has entered into a definitive agreement with Blackstone Real Estate Incom...
Spirit Airlines, Inc., ("SAVE"), and Frontier Group Holdings, Inc., ("ULCC"), announced a definitive merger agreement "under which the companies will c...
SPAC transactions are undertaken for the purpose of enabling a heretofore private entity to "go public." The transaction involving Maria DB Corporation Ab, ("M&q...
In December 2000, M was invited to become a member of Thomas Wessel Partners Group LLC (TWPG LLC) by making a capital contribution and receiving in exchange a 0.5 per...
Cedar Fair, L.P., ("FUN"), is a publicly traded partnership. In fact, it is a member of a very exclusive club--it is an "Electing 1987 Partnership." (The on...
January 24, 2022 - The Deal Survey: January 2022Print Report
Welcome to this month's summary of deals. Full reports on some of these transactions can be found via the link in the description, or by searching the company name in our database.
On September 7, 2016, the predecessor of Dell Technologies, Inc., ("DTI"), completed the acquisition of the stock of EMC Corporation, ("EMC"). One of EMC...
Take-Two Interactive Software, Inc., ("TTWO"), and Zynga, Inc., ("ZNGA"), announced that they have entered into a definitive agreement pursuant to which &qu...
D is the founder of Company. At the end of Year 1, D contacted two Investment Advisors to explore the possibility of finding an outside buyer. In Year 2, approximately six mont...
The Board of Directors of each of Lundin Energy AB, ("Lundin"), and AkerBP, ("Aker"),have reached an agreement on a business combination which will cr...
Quidel Corporation, ("QDEL"), and Ortho Clinical Diagnostics plc, ("OCDX"), announced that they have entered into a definitive agreement in which QDEL...
Where a "loss corporation" (i.e., a corporation which is entitled to use a net operating carryover...for the taxable year that includes a testing date...or has a net...
One of the more popular transactions of the last few years has been the so-called "partnership roll up," a transaction in which the corporate sponsor of a Master Limi...
Bluerock Residential Growth REIT, Inc., ("BRG"), announced it has entered into a definitive agreement with affiliates of Blackstone Real Estate Partners IX L.P., (&qu...
December 21, 2021 - Volume 15 Issue 243Print Report
T merges with and into P, a corporationthe stock of whichis widely held, and is publicly and actively traded. In the merger, the T shareholders receive, i...
In order to encourage public utility holding companies to simplify their corporate structures, Congress enacted section 112(b)(6), in the Revenue Act of 1935,the predeces...
Harley-Davidson, Inc., ("HOG"), and AEA-BridgesImpact Corporation, ("IMPX"), a special purpose acquisition company organized under the laws of the Cay...
December 20, 2021 - The Deal Survey: December 2021Print Report
Welcome to this month's summary of deals. Full reports on some of these transactions can be found via the link in the description, or by searching the company name in our database.
Entegris, Inc., ("ENTG"), and CMC Materials, Inc., ("CCMP"), announced that the companies have entered into a definitive agreement pursuant to which "E...
Rentokil Initial plc, ("RIP"), a U.K. corporation, and Terminix Global Holdings, Inc., ("TGHI"), announced that they have entered into a definitive agreemen...
December 13, 2021 - Volume 15 Issue 237Print Report
T issued, at face value, $X million of a% convertible debentures. The debentures had a term of 15 years. Each $Y of debt principal was convertible into one share of T...
A widely-used acquisition format which, on the surface, has a rather quotidiantax profile, has been roiled by the possibility that it could also be described in section 3...
Goodrich Petroleum Corporation, ("GDP"), announced that it has entered into a definitive merger agreement pursuant to which a subsidiary of PalomaPartners VI, L...
Ever since section 355(e) of the Code was enacted in 1997, "Morris Trust" and "reverse Morris Trust" transactions, the latter being much more prevalent than...
November 23, 2021 - The Deal Survey: November 2021Print Report
Welcome to this month's summary of deals. Full reports on some of these transactions can be found via the link in the description, or by searching the company name in our database.
D and Z Media Acquisition Corporation, (the "Company"), in a recently filed Form 8-K, stated the following: "...the management of the Company has re-evaluated th...
Preliminary proxy materials were recently issued by Discovery, Inc., (to be re-named Warner Bros. Discovery, Inc., ("WBD")), and they shed some additional light on ex...
Daimler AG, having secured all of the required consents and approvals,is very close to separating its trucking operations from its passenger car operations by means of a...
November 12, 2021 - Volume 15 Issue 217Print Report
P corporation owns more than 80 percent of the stock of S corporation. The balance of the outstanding stock of S corporation was publicly held. For valid business reasons, &quo...
Core Point Lodging, Inc., ("CPLG"), is a real estate investment trust, (REIT). It has recently announced that it has entered a definitive agreement to be acquired by...
Phillips 66, ("PSX"), and Phillips 66 Partners, ("PSXP"), announced that they have entered into a definitive agreement "for PSX to acquire all of the p...
Raymond James Financial, Inc., ("RJF"), and Tri State Capital Holdings, Inc., ("TSC"), have entered into a definitive agreement under which RJF will acquire...
Oasis Petroleum, Inc., ("OAS"), announced that Oasis Midstream Partners, ("OMP"), in which OAS holdsan approximate 67 percent interest, has entered in...
October 26, 2021 - The Deal Survey: October 2021Print Report
Welcome to this month's summary of deals. Full reports on some of these transactions can be found via the link in the description, or by searching the company name in our database.
Cadence Bancorporation, ("CADE"), and its wholly-owned subsidiary, Cadence Bank, N.A., areabout to be merged with and into BancorpSouth Bank, ("BXS"),...
One of the larger banking deals of 2021 was recently announced by the participants, Columbia Banking System, Inc., ("CBSI"), and UmpquaHoldings Corporation, (&q...
October 18, 2021 - Volume 15 Issue 198Print Report
TP owned shares of common stock of X corporation (X). X has been taken over by Y corporation (Y) through a merger between Z corporation (Z), an indirect wholly-owned...
Pacira BioSciences, Inc., ("PCRX"), and Flexion Therapeutics, Inc., ("FLXN"), recently announced a definitive agreement pursuant to which PCRX will acquire...
October 12, 2021 - Volume 15 Issue 194Print Report
Investors formed X in 2004 by contributing $1,000 each in exchange for 100 shares of stock. In exchange for A's agreement to perform services for X, X issues 100...
In 1997, G held 120,000 shares of stock in S. On August 22, 1997, S engaged in a cash-out merger, which resulted in G's S shares being converted into the right to receive $...
IAC and Meredith Corporation, ("MDP"), announced their entry into an agreement pursuant to which IAC's digital publishing unit "will acquire the entity, (&qu...
Agnico Eagle Mines, Ltd., ("AEM"), and rival Kirkland Lake Gold, Ltd., ("KL"), each a Canadian corporation, announced that they have entered into a definiti...
U.S. Bancorp, ("Purchaser"), announced that it has entered into a definitive agreement to acquire MUFG Union Bank N.A., ("Bank") from Mitsubishi UFJ Financi...
Macquarie Infrastructure Corporation, (the "Corporation"),has commenced the process that will culminate, sometime in 2022,in its liquidation, with all of...
September 24, 2021 - Volume 15 Issue 182Print Report
X is a State X corporation. X has outstanding shares of common stock which are held by 320 shareholders. No shareholder owns 50 percent or more of X's stock. H is...
September 20, 2021 - The Deal Survey: September 2021Print Report
Welcome to this month's summary of deals. Full reports on some of these transactions can be found via the link in the description, or by searching the company name in our database.
The Goldman Sachs Group, Inc., (GSG), and GreenSky, Inc., ("GSI"), announced that they have entered into a definitive agreement pursuant to which GSGwill acquir...
Monmouth Real Estate Investment Corporation, ("MNR"), had reached an agreement to be acquired by Equity Commonwealth, ("EQC"), but Starwood Real Estate Inco...
August 20, 2021 - The Deal Survey: August 2021Print Report
Welcome to this month's summary of deals. Full reports on some of these transactions can be found via the link in the description, or by searching the company name in our database.
Recently, Performance Food Group, Inc., ("PFG"), and Core-Mark Holding Co., ("CM"), entered into a plan and agreement pursuant to which PFG will acquire CM...
On Date 1, a Stock Option Agreement (Option Agreement) was entered into between PU and representatives of the shareholder that controlled the majority of TP's sto...
On May 4, 2006, P, F, and M formed FS as a Delaware limited liability company, (an "LLC"). On June 30, 2008, FS converted to a C corporation, under the name FSII. On...
Almost every deal involving a combination of cash and stock consideration nowadays is structured as a so-called "back-to-back" series of mergers. In these transaction...
The battle for Kansas City Southern, (KCS), is by no means over. The jilted suitor, Canadian Pacific Railway, Ltd., (CP), has increased its offer and is convinced that its prop...
DraftKings, Inc., ("DKNG"), continues to grow by leaps and bounds. It is certainlynot averse to using its stock to make acquisitions, and its latest acquisition...
Penn National Gaming, Inc., ("PENN"), and Score Media & Gaming, Inc., ("SCR"), recently announced that they have entered into a definitive agreement &qu...
Bioventus, Inc., ("BVS"), and Misonix, Inc., ("MSON"), announced that they have entered into a definitive agreement in connection with which BVS will acquir...
We have seen any number of foreign corporations "domesticate" by means of a merger of the foreign corporation with and into a newly created (almost always) Delaware c...
Benefit Street Partners Realty Trust, Inc., ("Parent"), and Capstead Mortgage Corporation, (the "Company"), announced they have entered into a definitive me...
QTS Realty Trust, ("QTS"), is being acquired by an affiliate of Blackstone in a mannerthat, at least in the REIT world, is quite commonly employed. In short, QT...
July 22, 2021 - The Deal Survey: July 2021Print Report
Welcome to this month's summary of deals. Full reports on some of these transactions can be found via the link in the description, or by searching the company name in our database.
Company, (C), is a domestic corporation. C has outstanding 9,981,537 voting common shares, 148,414 Series A shares, 257,269 Series B shares, 472,048 Series C shares,...
Macquarie Infrastructure Corporation, ("MIC"), recently issueda preliminary proxy statement in which it discusses, in some substantial detail, the steps of the...
Bonanza Creek Energy, Inc., ("BCEI"), and Extraction Oil & Gas, Inc., ("XON"), are in the process of meeting the prerequisites that will enable the comp...
Liberty Mutual Holding Company, Inc., ("LMHC"), State Automobile Mutual Insurance Company, ("SAM"), and SAM's 59-percent owned subsidiary, State Auto Fi...
F is engaged in acquiring large tracts of unimproved real estate and developing those tracts into recreational and retirement communities. GF was organized to insure...
As contemplated by the merger agreement, the board of directors of International Seaways, Inc., ("ISI"), has declared a "contingent special dividend" amount...
Performance Food Group Co., ("PFG"), and Core-Mark Holding Co., ("CM"), have entered into a plan and agreement pursuant to which PFG will acquire CM in a &q...
On Date 1, TP entered into an Agreement and Plan of Merger with B (Agreement 1) to acquire the stock of B. Under the terms of Agreement 1, B was permitted to consider...
June 22, 2021 - The Deal Survey: June 2021Print Report
Welcome to this month's summary of deals. Full reports on some of these transactions can be found via the link in the description, or by searching the company name in our database.
More quickly than we thought possible, Macquarie Infrastructure Corporation, ("MIC"), has announced the culmination of its "strategic alternative process" b...
In May 2011, SW completed an acquisition of AT. Despite the merger, the two airlines continued to file separate air carrier reports with the Department of Revenue, ("DOR&q...
QTS Realty Trust, ("QTS"), and Blackstone, ("BX"), announced that they have entered into a definitive agreement "under which Blackstone Infrastructure...
In February, we wrote about Macquarie Infrastructure Corporation, ("MIC"), and its ambitious plan to divest itself of its Atlantic Aviation, ("AA"), busines...
At the time of his death on August 13, 1967, the decedent owned 41,738 shares of C. On January 11, 1968, C was merged with and into Gulf & Western, (GW). As a result of the...
In all of the SPAC deals we have encountered, the SPAC serves as the "issuing" corporation in the transaction. The SPAC issues its stock (and any other merger conside...
Cabot Oil & Gas Corporation, ("COG"), and Cimarex Energy Company, ("XOC"), announced that they have entered into a definitive agreement whereby the comp...
C is the common parent of an affiliated group that files a consolidated federal income tax return. C owns all of the stock of H. T was the common parent of an affilia...
On May 21, 2021, Canadian National Railway, ("CN"), and Kansas City Southern, ("KCS"), announced that they have entered into a definitive merger agreement....
May 25, 2021 - The Deal Survey: May 2021Print Report
Welcome to our summary of deals for May 2021. Full reports on some of these transactions can be found via the link in the description, or by searching the company name in our database.
The Agreement and Plan of Merger, (the "Agreement"), dated May 17, 2021, regarding the Reverse Morris Trust transaction to be undertaken by T and DISCA, reiterates, i...
Performance Food Group Co., ("PFGC"), and Core-Mark Holding Co., Inc., ("CORE"), announced that they have entered into a definitive agreement pursuant to wh...
Apparently, certain analysts were disappointed to learn that AT&T, Inc., ("T"), is divesting its WarnerMedia business through the means of a Reverse Morris...
A and B, while shareholders of U and V, entered into an agreement and plan of reorganization with W, a publicly traded corporation whose stock was listed on the Ameri...
Bonanza Creek Energy, Inc., ("BCEI"), and Extraction Oil & Gas, Inc., ("XOG"), announced that they have entered into a definitive agreement to combine i...
Y, a newly formed corporation, purchased all of the stock of X from A for cash and debt, including a subordinated debenture. Shortly after the acquisition of X stock,...
Realty Income Corporation, ("R"), and VEREIT, Inc. (V), each a real estate investment trust, ("REIT"), announced that the two companies have entered into a...
Fortuna Silver Mines, Inc., ("FSM"), and Roxgold, Inc., ("R"), each a Canadian corporation, announced that they have entered into a definitive agreement &qu...
April 23, 2021 - The Deal Survey: April 2021Print Report
Welcome to our summary of deals for April 2021. Full reports on some of these transactions can be found via the link in the description, or by searching the company name in our database.
Herman Miller, Inc., ("MLHR"), and Knoll, Inc., ("KNL"), announced that they have entered into a definitive agreement pursuant to which MLHR will acquire KN...
The Middleby Corporation, ("MIDD"), and Welbilt, Inc., (WBT), announced that they have entered into a definitive agreement "under which MIDDwill acquire WB...
Just a few weeks ago, Canadian Pacific Railway, Ltd., ("CP"), and Kansas City Southern, ("KCS"), entered into a definitive agreement pursuant to which CP wa...
The Acting Chief Accountant of the Division of Corporate Finance of the S.E.C. has disclosed that, in certain circumstances, warrants issued by special purpose acquisition comp...
Many reorganizations feature a mix of consideration paid to the target company's shareholders. It is not uncommon, for example, for the merger consideration to consist of e...
International Seaways, Inc., ("I"), and Diamond S Shipping, Inc., ("D"), are each organized under the laws of the Marshall Islands. D and I announced that t...
ICLR has entered into a definitive agreement to acquire PRAHin a cash and stock transaction in which the per share merger consideration consists of (i) $80 in cash, and (...
Madison Square Garden Entertainment Corporation, ("MSGE"), and MSG Networks, Inc., ("MSGN"), announced that they have reached a definitive agreement for MSG...
One of the more heated takeover battles of the recent past appears to have come to a conclusion. Coherent, Inc., ("COHR"), announced that its board of directors has d...
Canadian Pacific Railway Ltd., ("CP"), and Kansas City Southern, ("KCS"), announced that they have entered into a merger agreement under which CP has agreed...
Goodyear Tire & Rubber Co., ("GT"), and Cooper Tire & Rubber Co., ("CTB"), have entered into a definitive merger agreement pursuant to which GT will...
March 22, 2021 - The Deal Survey: March 2021Print Report
Welcome to our summary of deals for March 2021. Full reports on some of these transactions can be found via the link in the description, or by searching the company name in our database.
H is a State X corporation organized to hold all of the stock of P. H has an authorized capitalization of 10 million shares which are owned as follows: (i) 18.25 percent by cer...
General Electric Company, ("GE"), has an inordinately large number of shares outstanding, approximately 8.8 billion at last count. Its board of directors hasexp...
Extended Stay America, Inc., ("ESA"), and Extended Stay Hospitality, Inc., ("ESH"), have had a unique relationship that will soon be ending. The companies f...
Lumentum Holdings, Inc., ("LITE"), announced an amendment to the previously announced definitive agreement between LITE and Coherent, Inc., ("COHR"). Under...
CoStar Group, Inc., (CSGP), is determined to acquire CoreLogic, (CLGX). Its determination is unmistakably evidenced by the preemptive bid it recently communicated to the CLGX&n...
ICON plc, ("ICLR"), announced it has entered into a definitive agreement to acquire PRA Health Sciences Inc. ("PRAH"), "in a cash and stock transaction...
February 24, 2021 - Volume 15 Issue 36Print Report
TP and three other individuals owned all of the stock of I. On March 14, 1971, the shareholders entered into a plan of reorganization and agreement of merger (the Acq...
February 22, 2021 - The Deal Survey: February 2021Print Report
Welcome to our summary of deals for February 2021. Full reports on some of these transactions can be found via the link in the description, or by searching the company name in our database....
Energy Transfer L.P., ("ET"), a master limited partnership, and Enable Midstream Partners, L.P., ("EN"), another such master limited partnership, announced...
Tribune Publishing Co., ("TPCO"), and affiliates of Alden Global Capital,in particular the affiliate named Tribune Enterprises, LLC, ("TEL"), announce...
Regal Beloit Corporation, (RBC), and RexnordCorporation, (RXN), announced that they have reached a definitive agreement whereby RXN will separate its "PMC" segm...
Petitioner, ("P"), was organized in May 2009 to participate in the transactions described below. CMH was organized in January 2008 to serve as a holding company for t...
On January 16, 2021, Fiat Chrysler Automobiles N.V., ("FCA"), and Peugeot S.A., ("PSA"), were finally permitted to consummate their long-awaited business co...
Over the past few days, we have had announcements from companies as diverse United Parcel Service, Inc., AT&T, and Office Depot regarding plans to exit businesses that have...
In December 2020, Aerojet Rocketdyne Holdings, Inc., ("AJRD"), announced that it had entered into a definitive agreement to be acquired by Lockheed Martin Corporation...
CP acquired all the stock of Sub 1 on Date a. The acquisition qualified as a reorganization under Sec. 368(a)(1)(A) (by reason of Sec. 368(a)(2)(E)) and under Sec. 36...
January 21, 2021 - The Deal Survey: January 2021Print Report
Welcome to our summary of deals for January 2021. Full reports on some of these transactions can be found via the link in the description, or by searching the company name in our database.
<...
Pfizer, Inc., ("PFE"), intended to effect a garden variety spin-off or split-off of its Upjohn, Inc. subsidiary. Upjohn conducted PFE's"off-patent bran...
STERIS plc, ("STE"),an Irish company, and Cantel Medical Corporation, ("CMD"), a domestic corporation, announced that STE has signed a definitive agre...
Teledyne Technologies, Inc., ("TDY"), and FLIR Systems, Inc., ("FLIR"), recently announced that they have entered into a definitive agreement under which TD...
When can a partnership merger qualify as a reorganization for tax purposes? When the partnerships elect to be treated as corporations for federal income tax purposes. Navios Ma...
DuPont de Nemours, Inc., (DD), will be disposing of its subsidiary, Nutrition & Biosciences, Inc., (NB), in a so-called "Reverse Morris Trust," (RMT), transaction...
Corporations can join with groups of affiliated corporations to file consolidated income tax returns with the I.R.S. On these consolidated returns, groups can claim consolidate...
Aerojet Rocketdyne Holdings, Inc., ("AJRD"), announced that it has entered into a definitive agreement to be acquired by Lockheed Martin Corporation, ("LMT"...
December 21, 2020 - The Deal Survey: December 2020Print Report
Welcome to our summary of deals for December 2020. Full reports on some of these transactions can be found via the link in the description, or by searching the company name in our database....
Pluralsight, Inc., ("PS"), recently announced that it has entered into a definitive agreement to be acquired by affiliates of Vista Equity Partners in an all-cash tra...
TC Energy Corporation, ("TRP"), a Canadian corporation announced it has entered into a definitive agreement and plan of merger "to acquire all the outstanding Co...
Where there are disagreementsabout the value of a target corporation, the parties may decide to make a portion of the merger consideration contingent on the outcome of pr...
Last week, salesforce.com, inc., ("CRM"), and Slack Technologies, Inc., ("WORK"), announced that they had entered intoa definitive agreement for CRM t...
Prior to October 31, 2011, APP was a subchapter S corporation organized under the laws of Illinois and headquartered in Illinois. APP was the sole shareholder of VAS USA, an Il...
Slack Technologies, Inc., ("WORK"), and salesforce.com, inc., ("CRM"), have entered into a definitive agreement pursuant towhich CRM will acquire WORK...
Loral Space & Communications, Inc., ("LORL"), owns a 62.7 percent economic interest, and a 32.6 percent voting interest, in Telesat Canada, ("TC"). The...
November 20, 2020 - The Deal Survey: November 2020Print Report
Welcome to our summary of deals for November 2020. Full reports on some of these transactions can be found via the link in the description, or by searching the company name in our database....
The most recent "SPAC" acquisition, like the vast majorityof its predecessors, is structured to qualify as a tax-free reorganization; and features the use of &q...
Jaws Acquisition Corporation, ("J"), a special purpose acquisition company, ("SPAC"), and a Cayman Islands exempted company, and Cano Health LLC, (&qu...
BridgeBio Pharma, Inc., ("BB"), owns approximately 64 percent of the outstanding stock of Eidos Therapeutics, Inc., ("ET"). A definitive merger agreement wa...
Shareholder One and Shareholder Two own all of the outstanding stock of Distributing in equal proportions. Distributing is a State A corporation and is the common parent of a g...
We have written about how ownership changes experienced by loss corporations in the current environment of exceedingly low interest rates can wreak absolute havoc on the loss c...
The value of unlisted stock is best determined by considering actual sales at arm's length in the normal course of business within a reasonable time before or after the val...
November 2, 2020 - Volume 14 Issue 211Print Report
Under a plan of merger between X corporation, (X), and Y corporation, (Y), Mr. C, the majority shareholder of X, surrendered his stock and received in exchange Class...
Marvell Technology Group, Ltd., ("MRVL"), a Bermuda exempted company, and Inphi Corporation, ("IPHI"), announced a definitive agreement under which MRVL&nbs...
Callaway Golf Company, ("ELY"), and Topgolf International, Inc., ("TGO"), a privately held corporation in which ELY owns a 14.3 percent stake, announced tha...
Alberton Acquisition Corporation, ("ALAC"), a British Virgin Island company, and a special purpose acquisition company, ("SPAC"). announced that it will be...
October 29, 2020 - Volume 14 Issue 209Print Report
TP is primarily engaged in Business X, as was Subsidiary, (S). TP uses an accrual method as its overall method of accounting. S merged with and into TP in a transacti...
October 28, 2020 - Volume 14 Issue 208Print Report
In Rev. Rul. 56-431, 1956-2 C.B. 171, a majority shareholder of a corporation whose relatives owned an additional 25 percent of the stock attempted to waive his right...
Cenovus Energy, Inc., ("CVE"), and Husky Energy, Inc., ("HSE"), each a Canadian corporation, announced a transaction to create "a new integrated Canadi...
Continuing a trend that shows no signs of slowing down, another special purpose acquisition company, or "SPAC," Acamar Partners Acquisition Corporation, ("Acamar...
October 22, 2020 - The Deal Survey: October 2020Print Report
Welcome to our summary of deals for October 2020. Full reports on some of these transactions can be found via the link in the description, or by searching the company name in our database.
<...
Pioneer Natural Resources Co., ("PNR"), and Parsley Energy, Inc., ("PAR"), announced that they have entered into a definitive agreement in connection with w...
October 22, 2020 - Volume 14 Issue 204Print Report
In 1972 and 1973, Petitioner, (P), was in the business of raising horses. In 1967, H was the chairman of W. That year, P heard H tell people that he might be interest...
First Citizens BancShares, Inc., (FCNCA), and CIT Group, Inc., (CIT), recently announced that they have entered into a definitive agreement "under which the companies will...
News Corporation, ("NC"),is engaged in several trades or businesses, one of which is referred to as its "Digital Real Estate Services" segment, (the &...
Morgan Stanley, ("MS"), and Eaton Vance Corporation, ("EV"), have entered into a definitive agreement under which "MS will acquire EV for an equity val...
Momentus, Inc.,("MI"), a privately held entity, announced that it has signed a definitive merger agreement with Stable Road Acquisition Corporation, ("SRAC...
FPS is a Country X limited partnership that directly engages in Business A in Country X; and owns and manages a group of foreign and domestic affiliates that engage in Business...
While one can never be sure about earnings and profits, or the lack thereof, the retained earnings deficit at LVGO certainly is persuasive(albeit not conclusive)evid...
The E.W. Scripps Company, ("SSP"), will be purchasing the stock of ION Media Networks, Inc., ("IMN") for a total of $2.65 billion. The market has endorsed t...
The latest "SPAC" acquisition is very much "of the moment" since the private company that will be going public through the combination with the SPAC operate...
September 25, 2020 - The Deal Survey: September 2020Print Report
Welcome to our summary of deals for September 2020. Full reports on some of these transactions can be found via the link in the description, or by searching the company name in our database....
United Wholesale Mortgage, a closely-held entity,and Gores Holdings IV, Inc., ("GHI"), a publicly traded and widely heldspecial purpose acquisition compan...
The TP companies are affiliates with common ownership. The TP companies have elected Subchapter S status for federal income tax purposes. Some of the companies have substantial...
In just the latest of what has become almost a daily occurrence, Opendoor Labs, Inc., ("OLI"), a privately-held corporation, has entered into a definitive business co...
Global Indemnity Ltd., ("GI Cayman), will be re-incorporating in the United States. It cites the 2017 tax law, (the "TCJA"), as a motivating factor in its decisi...
Teledoc Health, Inc. ("T"), and Livongo Health, Inc. ("L"), have entered into a definitive agreement pursuant to which T will acquire all of the stock of L....
September 4, 2020 - Volume 14 Issue 172Print Report
TP, an individual, and I, also an individual, each own 50 percent of the stock of T. TP arranged for Investors (Is) to form a corporation, ACQ, on TP's behalf, fo...
Skillz, Inc., ("S"), a leading, closely-held, mobile games platform, and Flying Eagle Acquisition Corporation, ("FEAC"), a publicly traded special purpose a...
Ligand Pharmaceuticals, Inc., ("LPI"), recently unveiled the details of its agreement to acquire all of the outstandingstock of Pfenex, Inc., ("PFI"),...
Chevron Corporation, ("C"), and Noble Energy, Inc., ("N"), have entered into a definitive agreement pursuant to which C will acquire all of the outstanding...
Recently, Liberty Broadband Corporation, ("LBB"), announced a transaction in connection with which it willacquire, in a "downstream merger," the asset...
August 20, 2020 - The Deal Survey: August 2020Print Report
Welcome to our summary of deals for August 2020. Full reports on some of these transactions can be found via the link in the description, or by searching the company name in our database.
There have been a plethora of "SPAC" acquisitions, or at least announcements thereof, over the recent past. As we delve into the agreements with respect to these acqu...
One of the more complex deals we have encountered is the proposed acquisition by Third Point Reinsurance Ltd., ("TP"), of Sirius International Insurance Group, ("...
In 2012, W owned a 2.24 percent interest in BS, a partnership. BS owned a 19.63 percent membership interest in H. In 2012, H was acquired by DV. Under the merger agreement, mem...
GCI Liberty, Inc., ("GCI"), a company that was split-off from Qurate, owns approximately 23.5 percent of the stock of Liberty Broadband Corporation, ("LBB")...
Teladoc Health, Inc., ("T"), and Livongo Health, Inc., ("L"), announced that they have entered into a definitive merger agreement, the objective of which is...
On July 29, 2020, pursuant to an Agreement and Plan of Merger that was entered into approximately 13 month earlier, Merger Sub, a newly-created, wholly owned subsidiary of Sun...
CNX Resources Corporation, ("CNX"), and CNX Midstream Partners, L.P., ("CNXM"), announced that they have entered into a definitive merger agreement, (the &q...
eBay, Inc., ("EBAY"), and AdevintaASA, ("ADE"), announced that they have entered into a definitive agreement for EBAY to transfer its classifieds busi...
July 23, 2020 - The Deal Survey: July 2020Print Report
Welcome to our summary of deals for July2020. Full reports on some of these transactions can be found via the link in the description, or by searching the company name in our database....
It appears that the last remaining obstacle to the acquisition of Caesars Entertainment Corporation, ("C"), by Eldorado Resorts, Inc., ("E"), has been surmo...
Aonplc, which recently "re-incorporated" from England to Ireland, has agreed to acquire "the entire issued ordinary share capital" of Willis Towers Wa...
The Allstate Corporation, (ALL), has agreed to acquire the outstanding commonstock of National General Holdings, (NGHC), "for approximately $4 billion in cash or $34...
Between 1958 and 1983, thetax law permitted life insurance companies to accumulate, retain and defer taxes on 50 percent of undistributed profit in policyholder...
June 26, 2020 - The Deal Survey: June 2020Print Report
Welcome to our summary of deals for June 2020. Full reports on some of these transactions can be found via the link in the description, or by searching the company name in our database.
Unilever announced plans to unify "its Group legal structure under a single parent company, Unilever PLC, creating a simpler company with greater strategic flexibility, th...
Simon Property Group, Inc. ("SPG"), announced that it has exercised its contractual rights to terminate its merger agreement with Taubman Centers, Inc., ("TCO&qu...
May 28, 2020 - The Deal Survey: May 2020Print Report
Welcome to our summary of deals for May 2020. Full reports on some of these transactions can be found via the link in the description, or by searching the company name in our database.
In Year 1, TP was a privately-held corporation. In Year 2, TP began planning an IPO and completed the offering and became a publicly traded company. TP incurred a number of cos...
On May 11, 2020, SSR Mining, Inc., ("SSRM"), and Alacer Gold Corporation, ("ASR"), announced that they have entered into a definitive agreement to combine &...
April 29, 2020 - The Deal Survey: April 2020Print Report
Welcome to our summary of deals for April 2020. Full reports on some of these transactions can be found via the link in the description, or by searching the company name in our database.
Last week, amid unprecedented peregrinationsin its stock price, Liberty TripAdvisor Holdings, Inc. ("LTRPA") was forced to report that "it is not aware of...
X, which we believe is Energy Transfer L.P., is a publicly-traded partnership within the meaning of Sec. 7704(b) of the Code that is classified as a partnership for federal inc...
On August 22, 1997, SMC was merged into S, a privately-held Delaware corporation. At the time of the merger, G held 120,000 shares of the common stock of S. As a result of the...
The merger of Xperi Corporation, ("XC"), with TiVo Corporation, ("TV"), seems to be on schedule with a second quarter closing anticipated. The merger is str...
S is a limited liability partnership. On January 12, 2016, an Electronic Real Estate Transfer Return, ("eRETR"), was filed reporting the December 29, 2015 conveyance...
On Friday, April 3, 2020, Raytheon Technologies Corporation, ("RTX"), was born. RTX is the product of the highly touted "merger of equals" transaction in wh...
Ironically, April 1, 2010 is now officially the date on which the long-awaited, and seemingly doomed, business combination of T-Mobile US, Inc., ("T"), and Sprint Cor...
At the risk of incurring the wrath of certain politicians, those corporations who are not participating in government loan programs (and are therefore temporarily barred from r...
Per Illinois Code, a tax is imposed on the privilege of using any motor vehicle acquired by...transfer... Similar language is used for the Aircraft and Watercraft Use Tax. In 2...
March 23, 2020 - The Deal Survey: March 2020Print Report
Welcome to our summary of deals for March 2020. Full reports on some of these transactions can be found via the link in the description, or by searching the company name in our database.
Cincinnati Bell, ("CB"), proved to be a very attractive target. After being pursued by several suitors, it has now entered into an Agreement and Plan of Merger with R...
From what we can gather, Brookfield Renewable Partners, L.P., ("BEP"), is owned by Brookfield Asset Management, Inc., ("BAM"), and by the public. BEP, in tu...
Equitrans Midstream Corporation, ("EMC"), was spun-off from EQT on November 12, 2018. In fact, only 80.1 percent of the stock of EMC was distributed by EQT on that da...
In a tax-free reorganization, the petitioner, (CP), a individual, merged his six controlled corporations with andinto L Corporation, (L). In the merger, among o...
McKesson Corporation, ("MCK"), is in the final stages of one of the more interesting transactions we have encountered, involving a "split-off" of the stock...
Xerox Holdings Corporation, ("Xerox"), has made good on its threat to take its acquisition offer directly to the shareholders of HP, Inc., ("HP"). Thus, XHC...
Liberty Media's Sirius XM tracking stock is trading at a substantial discount to the "asset based" stock, i.e., the stock of Sirius XM Holdings, Inc., that the tr...
Intuit, Inc., in one of the larger deals of the past few years, announced that it has agreed to acquire a privately held entity, named Credit Karma, for approximately $7.1 bill...
LantheusHoldings, Inc., ("LHI"), and Progenis Pharmaceuticals, Inc., ("PPI"), have entered into an Amended and Restated Agreement and Plan of Merger....
Morgan Stanley, ("MS"), and E*TRADE Financial Corporation, ("EFTC"), have entered into a definitive agreement under which MS will acquire EFTCin an &q...
February 20, 2020 - Volume 14 Issue 34Print Report
Corporation A, (CA), agreed to buy back a certain number of its ownshares for a set price on various dates. Each contract could be settled in one of three ways:...
February 19, 2020 - The Deal Survey: February 2020Print Report
Welcome to our summary of deals for February 2020. Full reports on some of these transactions can be found via the link in the description, or by searching the company name in our database....
It now appears, thanks to a recent District Court ruling, that the long-awaited combination of Sprint Corporation, ("S"), and T-Mobile US, Inc., ("TMUS"), w...
Bristow Group, Inc., ("B"), emerged from bankruptcy last October with approximately $145 million in net operating losses that the company ishoping to utilize in...
FGLHoldings, ("FG"), a Cayman Islands annuity and life insurance company, announced that it has entered into a merger agreement pursuant to which Fidelity Natio...
In March, 2017, McKesson Corporation, ("MCK"), and Change Healthcare, Inc., ("C"), formed a joint venture, treated as a partnership for tax purposes, called...
WorldlineSA, ("WLN"), and Ingenico Group SA, ("ING"), announced that their respective Boards of Directors have unanimously approved a business combina...
Earlier this week, CenterStateBank Corporation, (CSFL), and South State Corporation, (SSB), jointly announced that they had entered into a definitive agreement under whic...
FB Financial Corporation, ("FB"), and Franklin Financial Network, Inc., ("FFN") announced that they have entered into a definitive merger agreement pursuant...
Taxpayer, ("TP"), is engaged in Business. In Year 1, TP acquired the stock of Target, ("T"), a manufacturer of Products, in a taxable reverse triangular mer...
January 21, 2020 - The Deal Survey: January 2020Print Report
Welcome to our summary of deals for January 2020. Full reports on some of these transactions can be found via the link in the description, or by searching the company name in our database.
<...
Cott Corporation, ("COT"),a Canadian corporation, recently announced that it has entered into a definitive agreement pursuant to which "COT will acquire Pr...
Earlier this year, Xerox Corporation, ("XC"), engaged in an "internal" reorganization in connection with which a holding company structure was put into plac...
Apergy Corporation, ("APY"), and Ecolab, Inc., ("ECL"), recently announced that the Boards of Directors of the two corporations have entered into a definiti...
DraftKings, Inc., known primarily for its fantasy sports operation, has entered into a definitive agreement with Diamond Eagle Acquisition Corporation, ("DEAC"), a pu...
December 24, 2019 - Volume 13 Issue 246Print Report
Ten partners owned approximately 48 percent of H, a partnership. H managed the affairs of two investment companies, Corporation A, (CA), and Corporation B, (CB). The...
December 23, 2019 - The Deal Survey: December 2019Print Report
Welcome to our summary of deals for December 2019. Full reports on some of these transactions can be found via the link in the description, or by searching the company name in our database....
IAC/Interactive Corporation, ("IAC"), recently filed the eagerly anticipated "Transaction Agreement" in which it describes, in great detail, the manner in w...
Now that the "Separation and Distribution Agreement" has been filed, we have some more details with respect to the mechanics of the Reverse Morris Trust transaction t...
Tallgrass Energy L.P., ("TGE"), announced that it has entered into a definitive merger agreement pursuant to which affiliates of Blackstone Infrastructure Partners (a...
Power Corporation of Canada, ("POW"), owns approximately 64 percent of the common stock of Power Financial Corporation, ("PWF"). PWFalso has preferred...
It has been reported that NortonLifeLock, Inc., ("N"), formerly known as Symantec Corporation, has attracted "deal interest" from a handful of companies, in...
Verint Systems, Inc., ("VRNT"), the successor (by merger) to Comverse Technology, Inc., announced that its Board of Directors has approved "proceeding with a pla...
December 6, 2019 - Volume 13 Issue 234Print Report
On July 12, 1972, C Corporation, (CC), was incorporated for the express purpose of acquiring the stock of NYFA, Inc., (NYFA). CC acquired all of the stock of NYFA own...
Several high profile MLPshave converted, or are in the processof converting, to C corporation status, none more high profile than The Blackstone Group L.P. The impe...
On December 3, 2019, Cleveland-Cliffs, Inc., ("CC"), and AK Steel Holding Corporation, ("AK"), announced the execution of an Agreement and Plan of Merger by...
The Charles Schwab Corporation, ("S"), and TD AmeritradeHolding Corporation, ("T"), recently announced that they had entered into a definitive agreeme...
November 18, 2019 - The Deal Survey: November 2019Print Report
Welcome to our summary of deals for November 2019. Full reports on some of these transactions can be found via the link in the description, or by searching the company name in our database....
The I.R.S. has now acknowledged that, as regards the pending elimination of the "Sec. 338 Approach"* to the determination of "recognized built-in gains," &q...
The Madison Square Garden Company, ("MSG"), announced that its board of directors has approved "pursuing a revised plan for the proposed separation of its sports...
Where a "loss corporation" experiences an "ownership change," certain limitations are placed upon the amount of taxable income, for any taxable year ending...
November 12, 2019 - Volume 13 Issue 217Print Report
Mr. A directlyowned 100 percent of the stock of M Corporation, (M), and 10 percent of the stock of X Corporation, (X). M directlyowned 45 percent of the s...
November 5, 2019 - Volume 13 Issue 212Print Report
Operating Company, (OC), is owned by BB, a group offormer employees, and a KSOP. The board of directors of OC has determined that creating a public market for i...
November 4, 2019 - Volume 13 Issue 211Print Report
The Prior Ruling Letter (issued to Viacom) concerned a proposed split-off transaction, (the "Split-off Transaction"). The Proposed Split-off has not, as yet, been con...
Digital Realty Trust, a real estate investment trust, ("REIT"), and InterXion N.V. announced that they have entered into a definitive agreement "to combine their...
Prologis, Inc. and Liberty Property Trust, each of which are real estate investment trusts, ("REITs"), announced that the companies have entered into a definitive mer...
In 1979, the Cs (MRS and MR), incorporated K. MRS owned 51 percent of K's stock and MR owned 49 percent thereof. Years later,KE, P, and J, the sons of MRS and MR, inc...
October 28, 2019 - Volume 13 Issue 206Print Report
X, a dealer in securities, has, for many years, engaged in the purchase and sale of Y stock. On July 31, 1973, in a transaction qualifying as a reorganization under S...
On August 13, 2019, CBS Corporation, ("CBS"), and Viacom, Inc., ("V"), entered into an Agreement and Plan of Merger which is now on the brink of being consu...
October 23, 2019 - The Deal Survey: October 2019Print Report
Welcome to our summary of deals for October 2019. Full reports on some of these transactions can be found via the link in the description, or by searching the company name in our database.
<...
Alexion Pharmaceuticals, Inc., ("AL"), entered into an Agreement and Plan of Merger with "Merger Sub," a newly formed, wholly-owned subsidiary of AL, and Ac...
Plano Molding Co., ("P"), specializes in the manufacture of plastic storage equipment for outdoor sports. In February 2007, Tinicum Capital Partners, ("T"),...
Parsley Energy, Inc., ("PE"), and Jagged Peak Energy, Inc., ("JAG"), announced, on October 14, 2019, that they have entered into a definitive merger agreeme...
Impala Platinum Holdings Limited, ("IMP"), announced that it has entered into a definitive agreement to acquire 100 percent of the outstanding shares in Canadian PGM&...
Hess Corporation, ("HC"), and Global Infrastructure Partners, ("GIP"), each owns an approximate 34 percent limited partnership interest in Hess Midstream Pa...
Donor, ("D"), is a co-founder and Chairman of the Board of Directors of Corporation A, ("CA"), a publicly traded corporation. On Date 1, D transferred Share...
September 23, 2019 - The Deal Survey: September 2019 Print Report
Welcome to our summary of deals for September 2019. Full reports on some of these transactions can be found via the link in the description, or by searching the company name in our database....
The Wall Street Journal is reporting that AT&T, Inc. ("T") is considering parting ways with DIRECTV, ("DTV"), and has explored, among other options, a s...
Energy Transfer L.P., ("ET"), a Delaware limited partnership, announced on September 16, 2019that it has entered into a "definitive merger agreement whereb...
Prudential Financial, Inc., ("PRU"), has signed a definitive agreement to acquire a closely held corporation named Assurance I.Q., Inc., ("AIQ"). AIQ is an...
Eldorado Resorts, Inc., ("ERI"), has entered into a definitive agreement with Caesars Entertainment Corporation, ("CEC"),pursuant to which the former...
September 4, 2019 - Volume 13 Issue 170Print Report
Y owned all of the stock of Z. On February 20, 1979, Y sold 333 of the 1,000 shares of Z stock to an unrelated party, W. The purchase price and terms of the transacti...
USP is the common parent of an affiliated group of corporations that files a consolidated federal income tax return. USP is Massachusetts Mutual Life Insurance Company. UST is...
On August 7, 2019, Tallgrass Energy L.P., ("TGE"), announced that the board of directors of its general partner had received a proposal from Blackstone Infrastructure...
VMware, Inc., ("VMW"), is controlled by Dell Technologies, ("DT"). From what we can gather, DT wholly owns EMC and the latter owns approximately 97 percent&...
August 22, 2019 - The Deal Survey: August 2019Print Report
Welcome to our summary of deals for August 2019. Full reports on some of these transactions can be found via the link in the description, or by searching the company name in our database.
Chevron Corporation, ("CVX"), recently reported its second quarter earnings. They were much improved vis a vis the second quarter of 2018. In fact, the current quarte...
X Corporation, (X), and Y Corporation, (Y), have been engaged in the active conduct of a warehousing business and a transportation business, respectively, for the las...
Exact Sciences Corporation, (EXAS), and Genomic Health, Inc., (GHDX), have entered into a definitive agreement under which EXASwill combine with GHDX"for $72.0...
It now appears, since the Department of Justice has signed off on the deal, that the historic combination of T-Mobile US, Inc., ("T"), and Sprint Corporation, ("...
Facebook Inc.'s second quarter earnings reflecta "provision for income taxes" in the amountof $2.216 billion, contributing to a depressed net income f...
July 25, 2019 - The Deal Survey: July 2019Print Report
Welcome to our summary of deals for July 2019. Full reports on some of these transactions can be found via the link in the description, or by searching the company name in our database.
On February 1, 2019, Carmanah Technologies Corporation, (TSX: CMH), completed the sale of a substantial portion of its assets to SPX. Since then, the company has been pondering...
Hillenbrand, Inc., ("H"), and Milacron Holdings Corporation, ("M"), recently announced that they have entered into a definitive agreement "under which...
The transactioninvolving Occidental Petroleum Corporation, ("OXY"), and Anadarko Petroleum Corporation, ("APC"), is relatively straightforward, i.e.,...
Sun Coke Energy, Inc., ("SC"), and its affiliates owned approximately 62 percent of the interests in SunCoke Energy Partners, L.P., ("SXCP"). On June 28, 20...
U.S. Ecology, Inc., ("U"), announced that it has entered into a definitive merger agreement with NRC Group Holdings Corporation, ("N"), "in an all-stoc...
Eldorado Resorts, Inc., ("ERI"), and Caesars Entertainment Corporation, ("CZR"), announced that they have entered into a definitive merger agreement "t...
June 20, 2019 - The Deal Survey: June 2019Print Report
Welcome to our summary of deals for June 2019. Full reports on some of these transactions can be found via the link in the description, or by searching the company name in our database.
Raytheon Co., ("RTN"), and United Technologies Corp., (UTX), have entered into an agreement to combine "in an all-stock merger of equals." At the Effective...
Any hope that "opco/propco" spin-offs, transactions that were briefly popular in the early part of this decade, would be resuscitated has now been conclusively elimin...
Infineon Technologies AG, ("IT"), and Cypress Semiconductor Corporation, ("CY"), announced that the companies have signed a definitive agreement pursuant to...
P is the common parent of an affiliated group of corporations that files a consolidated Federalincome tax return. T was previously the common parent of an unrel...
May 21, 2019 - The Deal Survey: May 2019Print Report
Welcome to our summary of deals for May 2019. Full reports on some of these transactions can be found via the link in the description, or by searching the company name in our database.
Edgewell Personal Care Company, ("EPC") and Harry's, Inc., ("H"), a private company, announced that they have entered into a definitive agreement under...
In some cases, spin-offs have a dual character. They can be tax-free at the shareholder level, but taxable at the distributing corporation level. General Electric Company, (&qu...
Occidental Petroleum Corporation, ("OXY"), has won the battle it was waging with Chevron Corporation, ("C"),with respect to the acquisition of Anadark...
IFM Investors and Buckeye Partners LP, ("BPL"), announced a definitive agreement under which the IFM Global Infrastructure Fund will acquire all of the outstand...
Marathon Petroleum Corporation, ("MPC"), and MPLX LP, and Andeavor Logistics LP, ("ANDX"),announced that the two midstream companies, MPLX and ANDX, h...
LTR201918015, January 30, 2019, is the private letterruling secured by Liberty Expedia Holdings, ("HC"), with respect to its merger with and into Expedia...
Gardner Denver Holdings, Inc., ("GDI"), approximately 35 percent of the stock of which is owned by KKR, and Ingersoll-Rand plc, ("IR"), an "inverted&qu...
Occidental Petroleum Corporation, ("OXY"), delivered a letter to the Board of Directors of Anadarko Petroleum Corporation, ("APC"), "setting forth the...
April 24, 2019 - The Deal Survey: April 2019Print Report
Welcome to our summary of deals for April 2019. Full reports on some of these transactions can be found via the link in the description, or by searching the company name in our database.
In Year 1, a foreign corporation (ACQ) entered into a plan of acquisition (Merger Agreement) with a U.S. corporation (T). The parties treated the acquisition as a reo...
X corporation, (X), and Y corporation, (Y), have operated continuously for many years as mutual savings banks. Neither had anycapital stock outstanding....
Chevron Corporation, ("C"), announced, on April 12, 2019, that it has entered into a definitive agreement with AnadarkoPetroleum Corporation, ("A"), &...
BioScrip, Inc., ("BS"), and Option Care Enterprises, ("O"),a private entity, announced that they have entered into a definitive merger agreement. Unde...
Versum Materials, Inc., ("V"), and Entegris, Inc., ("E"), had entered into a definitive merger agreement pursuant to which V was to have merged, in a "...
There will be no "cash rich" split-offs or "downstream mergers" (in which Alibaba Group Holding Ltd. acquires the stock of Altaba, Inc. in exchange for Alib...
D (FortivCorporation) has a single class of voting common stock outstanding. D directly owns all of the equity interests in DRE 1, Sub 1, Sub 2, and Sub 3. DRE 1 owns all...
Novartis AG, a Swiss resident corporation, will be distributing to its shareholders, including holders of itsADRs, all of the stock of its newly-formed subsidiary, Alcon,...
Nexstar Media Group, ("N"), will acquire, pursuant to a "reverse subsidiary cash merger," all of the Class A and Class B stock of Tribune Media, ("TM&q...
March 21, 2019 - The Deal Survey: March 2019Print Report
Welcome to our summary of deals for March 2019. Full reports on some of these transactions can be found via the link in the description, or by searching the company name in our database.
Fidelity National Information Services, Inc., ("FIS"), and Worldpay, Inc., ("WP"), announced that they have entered into a definitive merger agreement. At c...
X Corporation, (X), a state-charteredbanking institution, had outstanding 2,000 shares of common stock which were publicly-held. X decided that its stock should...
Brookfield Asset Management, Inc., ("BAM"), and Oaktree Capital Group, LLC, ("OAK"), announced an agreement whereby BAM "will acquire approximately 62...
A spin-off that otherwise satisfies the requirements of Sec. 355 of the Code, is, nevertheless, taxable, at the corporate level, if it is part of a plan (or series of related t...
February 26, 2019 - Volume 13 Issue 38Print Report
Pursuant to an agreement, T merged into PU, a wholly owned subsidiary of P. The shareholders of T received cash and promissory notes in exchange for their T stock. By...
February 25, 2019 - The Deal Survey: February 2019Print Report
Welcome to our summary of deals for February 2019. Full reports on some of these transactions can be found via the link in the description, or by searching the company name in our database....
The Ks owned real property in Richlands, Virginia. The Ks executed a credit line deed of trust, (the "Deed of Trust"), on September 26, 2007 for the benefit of First...
Several years ago, Liberty Interactive, ("LI"), in a "split-off" transaction, distributed to its shareholders its stock inLiberty Expedia Holdings, In...
WabtecCorporation, ("WAB"), and General Electric Company, ("GE"), announced today they have modified the terms of their merger agreement in a manner t...
Fiserv, ("FISV"), and First Data Corporation, ("FDC"), announced that their boards of directors have unanimously approved "a definitive merger agreemen...
January 22, 2019 - The Deal Survey: January 2019Print Report
Welcome to our summary of deals for January 2019. Full reports on some of these transactions can be found via the link in the description, or by searching the company name in our database.
<...
Apparently, the Justice Department will permit New Disney to divest the regional sports networks, ("RSNs"), it will be acquiring in the Fox acquisition by means of a...
Cheniere Energy, Inc., ("LNG"), several years ago, created CheniereEnergy Partners LP Holdings, ("CQH"), as a vehicle through which institutional inve...
Distributing, ("D"), conducts Business A and Business B. D has a single class of voting common stock outstanding. D also has two classes of preferred stock outstandin...
Newmont Mining Corporation, ("NEM"), a corporation existing under the laws of Delaware, and Goldcorp, Inc., ("GG"), a corporation existing under the laws of...
The Form 10 for Fox Corporation, ("New Fox"), was filed yesterday. The filing describes in detail the first part of the Walt Disney Co./Twenty-FirstCentury Fox,...
Bristol-Myers Squibb Co., ("BMY"), and Celgene Corporation, ("CELG"), announced that they have entered into a definitive merger agreement in connection with...
The market's swoon has left many investors with unrealized losses that, if they were recognized, could shelter from taxation capital gains recognized earlier in the year. (...
New Cigna, (NC), recently completed its "double dummy" acquisition of the stock of Old Cigna, (OC), and Express Scripts, (ES). NC, through the mechanism of twin rever...
December 24, 2018 - Volume 12 Issue 246Print Report
Sec. 162 and Reg. Sec. 1.162-1(a) allow a deduction for all the ordinary and necessary expenses paid or incurred during the taxable year in carrying on any trade or b...
Cigna Corporation, ("CC"), has finally completed its businesscombination with Express Scripts Holding Co., ("ESH"), effective December 20, 2018. The t...
December 19, 2018 - The Deal Survey: December 2018Print Report
Welcome to our summary of deals for December 2018. Full reports on some of these transactions can be found via the link in the description, or by searching the company name in our database....
On November 28, 2018, CVS Health Corporation, ("CVS"), completed its historic acquisition of Aetna, Inc., ("AET"). The transaction was structured as a "...
Investors who purchased shares in Alibaba Group Holding, Ltd., ("BABA"), within the last six months or so will probably have sustaineda "paper" loss w...
December 14, 2018 - Volume 12 Issue 240Print Report
On Date 5, the following steps were taken to effectuate the merger transaction (the "Transaction"): (1) C1 formed P, and P formed Sub 1 and Sub 2; (2) Sub 1...
It appears that Tribune Media Company, ("TMC"), has now found a home. On November 30, 2018, TMCentered into an Agreement and Plan of Merger in connection with w...
GlaxoSmithKline, plc, ("GSK"), and TESARO, Inc., ("T"), have entered into a definitive agreement pursuant to which GSK(through a lower-tier subsidiary...
Capital Product Partners, L.P., (CPLP), and DSS Holdings L.P., ("DSS"), a privately held company...have entered into a definitive transaction agreement pursuant to wh...
As previously reported, Pan American Silver Corporation, ("P"), and Tahoe Resources, Inc., ("T"), both Canadian corporations, have entered into a definitive...
United Technologies Corporation, ("UTX"), announced the completion of the acquisition of Rockwell Collins, Inc., (COL), and, perhapsmore importantly, the compan...
It appears that the last regulatory hurdle has now been cleared and the United Technologies/Rockwell Collins transaction will be consummated within the next few business days....
November 23, 2018 - Volume 12 Issue 225Print Report
On Date D, ACQ contributed ACQ stock to S1. T1 and T2 were domestic corporations owned by P. T1 and T2 each transferred substantially all of their assets and liabilit...
November 20, 2018 - The Deal Survey: November 2018Print Report
Welcome to our summary of deals for November 2018. Full reports on some of these transactions can be found via the link in the description, or by searching the company...
One of the more interesting deals we have encountered will involve two Canadian mining corporations who are seeking to join forces. Thus, Pan American Silver Corporation, (&quo...
Certain recent deals, including the landmark Disney/Fox transaction and the Takeda/Shire transaction, have been structured as acquisitions by the acquiring corporation of the s...
Some of the most prominent and successful investors in the country have exerted pressure on Dell Technologies, Inc., ("DTI") to sweeten the terms of its so-called &qu...
Takeda has published the "scheme document" in connection with its acquisition of Shire. The acquisition is to be implemented by way of a Court-sanctioned "scheme...
Western Gas Partners, L.P., ("WES"), and Western Gas Equity Partners, L.P., ("WGP"), announced that they have entered into a merger agreement pursuant to wh...
Encana Corporation, ("ECA"), a Canadian corporation, and NewfieldExploration Company, ("NFX"), announced that they have entered into a definitive agre...
International Business Machines Corporation, ("IBM"), and Red Hat, Inc., ("RHI"), have, as everyone is now aware, entered into a definitive agreement pursua...
October 29, 2018 - Volume 12 Issue 207Print Report
M Corporation, (M), owned seven percent of the outstanding commonstock of Y Corporation, (Y). All of M's preferred stock, which was non-convertible (into co...
Another deal in the healthcare space is using "contingent value rights," ("CVRs"), to provide the selling shareholderswith additional consideration, b...
Invesco, Ltd., ("IVZ"), has announced an agreement to acquire, from Massachusetts Mutual Life Insurance Company, ("MMLIC"), Oppenheimer Acquisition Corporat...
October 24, 2018 - The Deal Survey: October 2018Print Report
Welcome to our summary of deals for October 2018. Full reports on some of these transactions can be found via the link in the description, or by searching the company n...
The demise of MLPs, brought on by the reduction in the corporate tax rateand certain regulatory actions, continues apace. The latest MLP to be "rolled-up" into...
DowDuPont, (DWDP), is making progress on its promise to separate itself into three publicly traded corporations, each conducting a separate and distinctelement of DWDP...
October 22, 2018 - Volume 12 Issue 202Print Report
Between 1999 and 2001, CL incurred a debt to CP of approximately $240,000 for services rendered by CP to CL. On February 7, 2001, A entered into an agreement with CL...
Harris Corporation, (HRS), and L3 Technologies, Inc., (LLL), have agreed to combine in an "all-stock merger of equals." After the merger is completed, the combined co...
Dell Technologies, Inc., ("D"), has two groups of common stock, the DHI Group Common Stock; and the Class V Common Stock. The Class V Common Stock is intended to &quo...
LLC is treated as a partnership for federal tax purposes. The members of LLC are selling their membership interests to PUR. The sale will bestructured as a merger of a wh...
In 1986, RV and TJ formed OSI, Inc., (OSI). In 1995, RV formed several limited liability companies (LLCs). The LLCs elected to be treated as partnerships for tax purp...
The boards of directors of BarrickGold Corporation, ("B"), a Canadian corporation, and Randgold Resources, Ltd., ("R"), a Jersey corporation, announce...
Medtronic plc, ("MDT"), indirectly owns approximately 15 percent of the stock of Mazor Robotics Ltd., ("MZOR"), an Israeli company. The companies have now d...
September 20, 2018 - The Deal Survey: September 2018Print Report
Welcome to our summary of deals for September 2018. Full reports on some of these transactions can be found via the link in the description, or by searching the company...
Univar Inc., ("UNVR"), and Nexeo Solutions, Inc., ("NXEO"), announced that they have entered into a definitive agreement for UNVR to acquire NXEO's stoc...
Government Properties Income Trust, ("GOV"), a REIT, and Select Income REIT, ("SIR"), announced that they have entered into a definitive agreement to merge...
Science Applications International Corporation, ("SAIC"), and Engility Holdings, Inc., ("EGL"), have entered into a definitive agreement in connection with...
Whitbread PLC, ("W"), has agreed to the sale of the capital stock of its wholly-owned subsidiary, Costa Ltd., ("CL"), to the Coca-Cola Company, ("KO&qu...
August 22, 2018 - The Deal Survey: August 2018Print Report
Welcome to our summary of deals for August 2018. Full reports on these transactions can be found via the link in the description, or by searching the company name in ou...
On August 14, 2018, Cabot Microelectronics Corporation, ("CMC"), entered into an Agreement and Plan of Merger with KMG Chemicals Corporation, ("KMG"), provi...
X, a publicly held corporation, has outstanding a single class of common stock. Y, also a publicly held corporation, has outstanding one class of common stock and one...
PerrigoCompany, plc, (PRGO), came into existence in late 2013 in connection with the business combination of PerrigoCompany and Elan Corporationplc. That tran...
The boards of directors of each of Amcor Ltd., ("AMC"), and Bemis Company, Inc., ("BMS"), have unanimously approved a definitive agreement "under which...
Energy Transfer Partners, L.P., ("ETP"), and Energy Transfer Equity, L.P., ("ETE"), recently announced their execution of a definitive merger agreement purs...
Brookfield Asset Management, Inc., ("BAM"), and Forest City Realty Trust, Inc., ("FC"), announced, as the market was expecting, that they have entered into...
The acquisition of Twenty-First Century Fox, Inc., ("F"), by The Walt Disney Co., ("D"), will take the form of a so-called "horizontal double dummy.&qu...
GGP, Inc., ("GGP"), and Brookfield Property Partners, L.P., ("BPY"), are nearing the finish line on their highly engineered transaction, which will culminat...
One of the more unusual deals we have encountered closed yesterday and, therefore, it seems appropriate to review its equally unusual tax consequences. In the transaction, a ne...
X Corporation, (XC), has been engaged in the manufacture of precision equipment for many years. In 1965, it was required to register its stock with the S.E.C. In conn...
Where a corporation purchases the stock of another corporation, the basis for the stock so acquired is the amount paid, i.e., a "cost" basis, but the acquired corpora...
Convergys Corporation, ("CVG"), has announced an agreement with SYNNEX Corporation, ("SNX"), pursuant to which SNX will acquire CVG "in a cash and stoc...
X, an 'S' corporation, merges into Y, a C corporation, in a merger qualifying as a reorganization under Sec. 368(a)(1)(A). Prior to the merger, A, an individu...
The Antitrust Division of the U.S. Department of Justice, ("DOJ"), has cleared the pending acquisition by The Walt Disney Company, ("DIS") of Twenty-First C...
Where the acquirer in a business combination uses its stock as part of the merger consideration, the determination of whether such stock can be received on a tax-free basis dep...
The revised S-4 Registration Statement for the historic business combination of Twenty-First Century Fox, Inc., ("FOX") and The Walt Disney Company, ("DIS")...
An affiliate of Greystar Real Estate Partners, GSHGIF LTP, L.P., ("G"), has entered into an agreement to acquire Education Realty Trust, Inc., ("ERT"), a co...
The transaction in which Twenty-First Century Fox, Inc., ("FOX"), will be absorbed by The Walt Disney Company, ("DIS"), will be preceded by a spin-off of Ne...
The Walt Disney Company's revised offer for Twenty-First Century Fox, Inc., ("Parent and the "Company," respectively), also includes a change in the structur...
As expected, the Walt Disney Company, ("DIS"), in response to the overture made by Comcast, has signed an amended acquisition agreement with Twenty-First Century Fox,...
SUPERVALU, Inc., ("SU"), recently announced a complex transaction which, apparently, has as its aim (i) the eventual divestiture of its Retail operations, and (ii) th...
It looks as though the transformative AT&T, Inc., ("T"), acquisition of Time Warner, Inc., ("TWI"), can now proceed. We do not believe that there have b...
Parent owns all of the stock of Merger Sub, ("M-S"), and C1. C1 owns all of the stock of C2. C2 owns all of the stock of C3. C3 owns all of the interests in LLC1 and...
One of the central themes of the Tax Cuts and Jobs Act, (the "Act"), has been the incorporation of MLPs, an event apparently precipitated by the large gap between cor...
KLX, Inc., ("KLX"), recently entered into a definitive merger agreement to be acquired by The Boeing Company, ("B"). A wholly-subsidiary of B will be newly...
The proxy materials issued in connection with the historic "Morris Trust" transaction involving The Walt Disney Company, ("Disney"), and Twenty-First Centur...
X corporation has been engaged in the active conduct of two separate and distinct businesses--(i) toy manufacturing; and (ii) hand tool manufacturing--for well in excess of fiv...
On July 1, 2015, Baxter International, Inc. distributed slightly more than 80 percent of the stock of Baxalta, Inc., ("B"), to its shareholders in a transaction inten...
Westinghouse Air Brake Technologies Corporation, ("WAB"), has entered into a definitive agreement to combine with GE Transportation, ("SpinCo"), a unit of G...
The difference between the Disney offer and the rumored Comcast offer for Fox boils down to taxes. In each case, the preliminary spin-off, because it runs afoul of Sec. 355(e),...
Fifth Third Bancorp, ("FTB"), has entered into a plan and agreement pursuant to which it will acquire the properties (not the stock) of MB Financial, Inc., ("MBF...
Annaly Capital Management, Inc., ("NLY"),, a REIT, and MTGE Investment Corporation, ("MTGE"), recently announced the signing of a definitive merger agreemen...
Takeda Pharmaceutical Company, Ltd., ("TPC"), and Shire plc, ("SH"), have agreed to engage in a business combination that will see the former TPC shareholde...
International Flavors & Fragrances, Inc., ("IFF"), and Frutarom Industries Ltd., ("FRUT"), a company organized under the laws of Israel, have entered in...
1. KLX, Inc./Boeing--KLX will spin-off "unwanted assets," i.e., the "ESG" business, and, as part of the overall plan, Boeing will acquire the stock of KLXI...
USP is the common parent of an affiliated group of corporations that join in filing a consolidated income taxreturn. USP is a wholly owned subsidiary of Foreign...
In a prior transaction unrelated to the present statutory merger, X purchased from certain banks, at a cost of $20,000, outstanding notes of Y in the unpaid face amou...
Walmart, Inc., ("W"), owns all of the stock of Asda Group Ltd., ("AGL"). Recently, W announced its intention to dispose of its investment in AGL, but will d...
On May 11, 2016, Starwood Hotel & Resorts Worldwide, Inc., ("Starwood"), spun off the stock of its subsidiary, Vistana Signature Experiences, Inc., ("Vistana...
The historic combination of Sprint Corporation, ("S"), and T-Mobile US, Inc., ("TMUS"), will be accomplished in an unorthodox manner. It is the overriding o...
Marathon Petroleum Corporation, ("MPC"), and Andeavor, ("ANDV"), have entered into a definitive merger agreement "under which MPC will acquire all of A...
Distributing, ("D"), a publicly traded State A corporation, is the parent of a worldwide group of corporations. Prior to the Transaction, D and its subsidiaries were...
As everyone knows by now, Sprint Corporation, ("S"), the parent of Sprint Communications, Inc., and T-Mobile US, Inc., ("TMUS"), have agreed to a merger (we...
The board of Shire PLC received another revised proposal from Takeda Pharmaceutical Co. Ltd. regarding Takeda's desire to acquire Shire PLC. This latest proposal, unlike th...
McDermott International, Inc., ("MDR"), and Chicago Bridge & Iron Co. N.V., ("CBI"), are engaging in a business combination that features several steps...
One of the more controversial provisions of the Tax Cuts and Jobs Act, (the "Act"), is the one which places a cap on the amount of "business interest" that...
A few weeks ago, the Federal Energy Regulatory Commission, ("FERC"), announced its intention to alter the rate-setting process for certain of its "clients,"...
Brookfield Property Partners L.P., ("BPY"), a publicly traded partnership, (i.e., an MLP), organized under the laws of Bermuda, and GGP, Inc., ("GGP"), have...
Sec. 355 of the Internal Revenue Code applies to a spin-off (or split-off) only if, among several other requirements, "it is carried out for one or more corporate business...
Salesforce.com, Inc., ("CRM"), and MuleSoft, Inc., ("MULE"), have entered into a definitive agreement pursuant to which CRM will acquire all of the stock of...
Allergan plc's stock has performed poorly of late, and this underperformance has prompted investors to call for a separation of some of Allergan's businesses in the hop...
As of the date of his death, A owned less than 20 percent of the stock of X and less than 20 percent of the stock of Y. The value of this stock was included in determ...
The Tax Cuts and Jobs Act, (the "Act"), reduced corporate tax rates from 35 percent to 21 percent; and instituted a "participation exemption" system which w...
Cigna Corporation, ("CI"), and Express Scripts Holding Company, ("ESRX"), have entered into a definitive agreement pursuant to which CI will acquire the sto...
Proxy materials were filed regarding the business combination to be undertaken by Dr. Pepper Snapple Group, ("DPSG"), and Maple Parent Holding, (MPH). The parties rem...
On September 7, 2016, Dell Technologies, Inc., ("DTI"), acquired all of the stock of EMC. (It appears that DTI has "checked the box" with respect to EMC. If...
The Broadcom/Avago transaction was one of the most well-known of the "expatriation" transactions that took place during the "inversion" era. In the transact...
HRG Group, Inc., ("HRG"), owns approximately 59 percent of the stock of Spectrum Brands Holdings, Inc., ("SPB"). The SPB stock owned by HRG is by far its pr...
EQT Corporation, ("EQT"), announced, on February 21, 2018, that its board of directors "has unanimously approved a plan to separate its upstream and midstream bu...
In conjunction with the sale of thousands of its stores to Walgreens Boots Alliance, ("WBA"), Rite Aid Corporation, ("RAD"), has entered into a "defini...
LyondellBassell, ("LYB"), and A. Schulman, Inc., ("SHLM"), announced that they have "entered into a definitive agreement under which LYB will acquire S...
ACQ is a holding company, the capital stock of which is both widely held and publicly traded. Target is a corporation unrelated to ACQ. Prior to the acquisition of Target, (the...
WestRock Company, ("WRK"), will acquire all of the outstanding stock of KeyStone Paper and Packaging Corporation, ("KS"), "for $35 per share...for a to...
Dell Technologies, Inc., ("DTI"), acquired EMC Corporation, ("EMC"), in September 2016 for a combination of cash and DTI common stock. EMC owned a substanti...
Sec. 306(a) concerns the treatment of the amount realized on the disposition or redemption of "Sec. 306 stock." Sec. 306(b)(4) provides that Sec. 306(a)
La Quinta Holdings, Inc., ("LQ"), and Wyndham Worldwide Corporation, ("WYN"), have entered into a definitive agreement "under which WYN will acquire LQ...
One of the more controversial provisions of the Tax Cuts and Jobs Act, (the "Act"), is the provision which places a cap on the amount of "business interest"...
Acquiring and Distributing are each publicly traded corporations. Controlled was formed to effectuate the Distribution and was wholly owned by Distributing until Date 2. Merger...
HRG Group, Inc., (HRG), owns approximately 60 percent of the stock of Spectrum Brands Holdings, Inc., (SPB). While the companies prepare consolidated financial statements (sinc...
Last week, FOX announced a transformative transaction in connection with which it will transfer a large part of its business to DIS while retaining the remainder. The transacti...
The Walt Disney Company, ("DIS"), and Twenty-First Century Fox, Inc., ("FOX"), have entered into a definitive agreement for DIS to acquire FOX...for approxi...
First Eagle Holdings, Inc., ("FE"), and New Star Financial, Inc., ("NS") have entered into a definitive agreement in connection with which FE is to acquire...
CVS Health Corporation and Aetna, Inc. have entered into a definitive agreement pursuant to which the former will acquire all of the stock of the latter. Structurally, CVS will...
Effective September 7, 2016, Dell Technologies, Inc., ("DTI"), acquired all of the stock of EMC Corporation, ("EMC"), from the shareholders of EMC. As a con...
November 22, 2017 - Volume 11 Issue 225Print Report
During 2012, CO sustained an ordinary loss of $1,425,709. Of that amount, $570,284 was passed through to each of M and K. Respondent reduced the amount of losses M and K could...
Marvell Technology Group Ltd., a Bermuda exempted company, ("MRVL"), and Cavium, Inc., ("CAVM"), have announced a definitive agreement under which MRVL &quo...
SandRidge Energy, Inc., ("SD"), and Bonanza Creek Energy, Inc., ("BCEI"), have announced that the two companies have entered into a definitive merger agreem...
Mallinckrodt plc, ("MNK"), will be acquiring, through a subsidiary, the stock of Ocera Therapeutics, Inc., ("OTI"). The parties, however, are unable to agre...
November 6, 2017 - Volume 11 Issue 213Print Report
P Corporation, (P), is engaged in the commercial banking business. P decided that its business activities could be expanded if its banking business were conducted by...
Lennar Corporation, ("LEN"), and CalAtlantic Group, Inc., ("CAA"), have entered into a definitive Agreement and Plan of Merger that will result in the creat...
October 31, 2017 - Volume 11 Issue 209Print Report
H is a newly-formed State X corporation. T is also a State X corporation engaged in the manufacture and marketing of a variety of products. T was a publicly-held corporation. A...
Potlatch Corporation, ("PCH"), for the last 10 years a REIT in good standing, and Deltic Timber Corporation, ("DEL"), a C corporation, announced that they h...
Assurant, Inc., ("AIZ"), and The Warranty Group recently announced "a definitive agreement to combine operations, with AIZ shareholders retaining majority owners...
DXC Technology, ("DXC"), was formed on April 1, 2017. DXC is comprised of the old CSC and the Enterprise Services business of Hewlett Packard Enterprise. That busines...
LTR 201740015, February 14, 2017, is the private letter ruling that was issued to Dow and DuPont in connection with their historic business combination and the spin-offs or spl...
The Treasury Department (the "Treasury") just issued its much anticipated "second report" in which it recommends actions "to eliminate and in other cas...
In April 2016, the Internal Revenue Service and the Treasury Department, (the "Agencies"), issued a rule identifying stock of foreign acquiring corporations that is t...
X Corporation, (X), engaged in the sale and servicing of new and used automobiles, owned 40 percent of the outstanding stock of Z Corporation, (Z), an underwriter of...
Greenhill & Co., Inc., ("GCI"), the firm founded by the legendary mergers and acquisitions banker, Robert Greenhill, is set to undertake a transaction that was mu...
EQT Corporation, (EQT), this morning, announced that, upon closing the Rice Energy transaction, it will form a committee to deliberate the question of how, and if, EQT's we...
Similar to the model pioneered by Dow Chemical and DuPont in connection with their historic merger, it has been speculated that United Technologies Corporation, ("UTX"...
TP serves as an investment advisor to ACQ. TP manages ACQ pursuant to an investment management agreement, ("IMA"). Under the IMA, ACQ agrees to pay TP a basic managem...
September 11, 2017 - Volume 11 Issue 174Print Report
Distributing, ("D"), a Country A corporation, has outstanding a single class of common stock. D has decided that it must separate Business A from Business B. The foll...
September 8, 2017 - Volume 11 Issue 173Print Report
TP and its wholly owned subsidiaries, S1, S2, and S3, are engaged in the business of mining coal. Prior to date a, TP was a wholly owned subsidiary of CX, which had m...
United Technologies Corporation, ("UTX"), and Rockwell Collins, Inc. ("ROC"), have entered into an agreement pursuant to which the former will acquire all o...
September 1, 2017 - Volume 11 Issue 169Print Report
T owned 75 percent of the stock of U. The remaining 25 percent of such stock was owned by a company named ACC. U's business involved owning and operating two Russian LLCs t...
Where a corporation conducting diverse businesses seeks to sell itself, it is unlikely that a single buyer, willing to acquire each of its businesses, will appear. Instead, the...
This appeal, to the Supreme Court of Minnesota, requires that the court decide whether claims that respondent asserts in a class-action challenge to a merger were properly dism...
Invitation Homes, Inc., ("INVH"), and Starwood Waypoint Homes, ("SFR"), recently announced the signing of a definitive agreement "to combine in a 100 p...
Vantiv, Inc., ("V"), and Worldpay Group plc, ("W), have finalized the terms of their previously announced business combination and, surprisingly, at least to som...
Discovery Communications, Inc., ("DISC"), and Scripps Networks Interactive, Inc., ("SNI"), announced, on July 31st, a definitive agreement "for DISC to...
P is the common parent of a consolidated group. P's stock is both publicly traded and widely held. P owns LLC 1, a disregarded entity. LLC 1 owns Sub 1. Sub 1 owns D2, LLC...
EQT Corporation, ("EQT"), and Rice Energy, Inc., ("RE"), have entered into a definitive merger agreement. The agreement envisions a merger of RE with and in...
In January 2005, H joined Paulson & Co., Inc., (PCI), as a senior analyst in PCI's New York City office. PCI is an 'S' corporation. H received a base salary of...
The announcement that Vantiv, Inc., ("VI"), and Worldpay Group plc, ("WG"), had reached an agreement to combine their operations strongly suggested that the...
Executive Order #13789, issued by President Donald J. Trump, on April 21, 2017, instructed the Secretary of the Treasury to review all "significant tax regulations" i...
Liberty Interactive Corporation, (LIC), and HSN, Inc., (HSN), announced that they have entered into an agreement whereby LIC will acquire the stock of HSN it does not already o...
The Boards of Worldpay Group plc, (WG), and Vantiv, Inc., (VI), "have reached an agreement in principle on the key terms of a potential merger (the &quo...
The Wall Street Journal is reporting, see "Jana Takes Roughly 5% Stake In Energy Conpany EQT," DJ, July 3, 2017, that the estimable Jana Partners LLC has taken a more...
Petitioner, Sony Corporation of America (formerly known as Sony USA Inc.), a New York corporation, filed a Pennsylvania Corporate Tax Report (RCT-101) in which it reported Penn...
The instant situations involve two existing corporations each ofwhich wasreincorporated under the laws of a state other than that of their original incorp...
Rite Aid Corporation, ("RAD"), and Walgreen Boots Alliance Inc., ("WBA"), have decided to call off the merger, which had been announced on October 27, 2015...
EQT Corporation, ("E"), and Rice Energy, Inc., ("R"), have entered into a definitive agreement pursuant to which the former will acquire all of the assets,...
On June 15, 2017, Amazon.com, Inc., ("A"), entered into an Agreement and Plan of Merger with Whole Foods Market, Inc., ("W"). In the merger, a newly-created...
First Horizon National Corporation, ("FHN"), and Capital Bank Financial Corporation, ("CBF"), have entered into a definitive agreement "that will creat...
The question has arisen, on numerous occasions, whether Yahoo! Inc., soon to be renamed Altaba, Inc., could solve its "tax problem," without any assistance from Aliba...
TP owned shares of common stock of X Corporation, (X). X had been taken over by Y Corporation, (Y), through a merger between Z Corporation, (Z), an indirect wholly ow...
The latest "MLP Rollup" by its general partner involves World Point Terminals, Inc., (WPTI), and its "captive" limited partnership, World Point Terminals, L...
CBS Corporation's plan to divest itself of its radio operations is rapidly nearing completion. In what the company accurately refers to as a "split-off," CBS Corp...
Linde AG, ("LIN"), and Praxair, Inc., ("PX"), announced that the companies have entered into "a definitive business combination agreement to come toget...
The Illinois Senate passed a piece of legislation last week (on May 23rd) that is, to say the least, troubling. It is a punitive bill that targets investment managers by subjec...
Parent/Target, (P/T), is owned by two individuals, SH1 and SH2. SH1 and SH2 are husband and wife. P/T owns greater than 80 percent of the stock of Corp 1; and also owns greater...
The long-awaited sale of Fidelity & Guaranty Life, ("FGL"), a majority-owned subsidiary of HRG Group, Inc., ("HRG"), was announced on May 24, 2017. Pres...
HRG Group, Inc., (HRG), owns approximately 60 percent of the stock of Spectrum Brands Holdings, Inc., (SPB). HRG, it seems safe to say, has a very large unrealized gain with re...
Huntsman Corporation, ("HUN"), was going to spin-off its pigments and additives business, to be operated by a new subsidiary named Venator Materials Corporation, in a...
ILG, Inc., (“ILG”), was incorporated in May 2008 in connection with a spin-off by its former owner, IAC. At that time, ILG became an independent pub...
After reaching an agreement to be acquired by AT&T, Straight Path Communications, Inc., ("SP"), abruptly terminated that agreement and promptly entered into a muc...
Sinclair Broadcast Group, Inc., (SB), announced an agreement pursuant to which it will acquire 100 percent "of the shares" of Tribune Media Co., (TM). The trans...
An interesting deal is unfolding in Europe in connection with which some very well known companies will be solidifying their relationship. In particular, the Arnault Family Gro...
IAC and Angie's List, (ANGI), announced an intricate transaction which will result in the combination of ANGI and IAC's "HomeAdvisor" unit "into a new pu...
Becton, Dickinson and Company, ("BDX"), and C.R. Bard, Inc., (BCR), have entered into a definitive agreement pursuant to which "BDX will acquire BCR for $317 per...
Mr. A, Mr. B, and Mr. C owned all of the stock of T. T's sole asset was a contract to provide a fixed quantity of Product M to one customer at a fixed price. Ther...
Swift Transportation Company, (STC), and Knight Transportation, Inc., (KTI), recently announced a business combination which will, in form, constitute an acquisition by STC of...
M Corporation, (M), owned 50 percent of the stock of N Corporation, (N). Unrelated foreignindividuals owned the remaining 50 percent. M sought to acquire the 50...
This action arises from a well-known merger agreement (the Agreement), which was never consummated, under which ETE, a Delaware limited partnership, agreed to acquire the asset...
T Corporation, (T), owned all of the stock of X Corporation, (X), Y Corporation, (Y), and W Corporation, (W). T formed a new corporation, P, and the latter formed a t...
The parent company of Cision, and another corporation, Capital Acquisition Corp. III, ("CLAC"), recently announced the execution of a definitive agreement "in wh...
Information released by Actelion in advance of its general shareholders' meeting establishes, conclusively, that the "demerger" to be undertaken in connection wit...
It had been unclear whether the acquisition by Fairfax Financial Holdings Limited, ("FFH"), of Allied World Assurance Company Holdings, AG, ("AWH"), would q...
McKesson Corporation, ("MCK") and Change Healthcare Holdings, Inc., ("CHC"), recently announced their intention to form a joint venture, which will be treat...
MacDonald, Dettwiler and Associates, Ltd., (MDA), a Canadian corporation, and DigitalGlobe, Inc., (DGI), a domestic corporation, have entered into a definitive merger agreement...
February 24, 2017 - Volume 11 Issue 37Print Report
On Date 1, Corporation B, (CB), incorporated Corporation A, (CA). CB agreed that, until CB contributed assets to CA, CA would remain a "shell" corporation w...
B. Riley Financial, Inc., (BRF), recently signed a "stock for stock merger agreement" to acquire FBR & Co., (FBR)...in "a transaction valued at $160.1 millio...
Summa Holdings, Inc., ("SH"), is the parent corporation of a group of companies that manufacture a variety of industrial products. JBJ, an individual, owned 23.18 per...
As is by now well-known, SoftBank Group Corp., ("SB"), and Fortress Investment Group LLC, ("FIG") have entered into a definitive merger agreement pursuant t...
February 14, 2017 - Volume 11 Issue 30Print Report
In March 2002, H, an individual, formed THI. THI was an 'S' corporation. On December 6, 2002, H filed articles of amendment changing the name of the corporation to DTRI...
ONEOK, Inc., (OKE), and ONEOK Partners, L.P., (OKS), have reached a definitive agreement which envisions the "roll-up" of OKS, thus terminating its existence as a pub...
The boards of each of Tesco PLC, ("T"), and Booker Group plc, ("BG"), have reached an agreement on the terms of a recommended "share and cash merger.&q...
On January 17th, two business combinations were announced. One involves the acquisition by British American Tobacco, p.l.c., (BATS), of the stock of Reynolds American, Inc., (R...
UnitedHealth Group, Inc., ("UNH"), and Surgical Care Affiliates, Inc., ("SCAI"), have announced a plan and agreement which envisions a tender offer on the p...
Petitioner, (P), holds a B.S. degree in electrical engineering from CT; and an M.S. degree in electrical engineering from UI. From March 2005 to May 2011, P worked for BC. BC i...
Taxpayer, ("TP"), is a real estate investment trust, ("REIT"). In Month 1 of Year 1, TP acquired the stock of an affiliated group that files a consolidated...
December 22, 2016 - Volume 10 Issue 245Print Report
The state of California imposes a franchise tax on multistate corporations doing business within the state on the corporation's net income derived from...California employi...
Linde A.G., (L), and Praxair, Inc., (P), have announced that "the companies intend to combine in a merger of equals under a new holding company through an all-stock transa...
Fairfax Financial Holdings Limited, (FF), and Allied World Assurance Co. Holdings, A.G., (AW), each a foreign corporation, have entered into a definitive merger agreement. ...
Many investors have been patiently waiting for Dell Technologies, Inc., (DTI), (formerly known as "Denali") to take steps to "capture" the discount at which...
Sec. 10(b) of the Securities Exchange Act of 1934 and the SEC's Rule 10b-5 prohibit undisclosed trading on inside...information by individuals who are under a duty of trust...
While corporate mergers and other forms of business combinations are quite common, it is not often that MLPs engage in such transactions. However, now, we have a partnership me...
HRG Group, Inc., ("HRG"), is a "pure" holding company. It owns stock in entities engaged in the insurance business, the energy business, the asset managemen...
Tesoro Corporation, ("TC"), and Western Refining, Inc., ("WR"), have entered into a plan and agreement pursuant to which TC will acquire all of the stock of...
American Axle & Manufacturing Holdings, Inc., ("AXL"), and Metaldyne Performance Group, Inc., ("MPG"), recently entered into a definitive merger agreeme...
With the publication of the merger agreement, we now have clarity on the manner in which the business combination involving CenturyLink, Inc., (CTL), and Level 3 Communications...
November 4, 2016 - Volume 10 Issue 212Print Report
On Date 1, TP and B entered into an agreement, ("Agreement 1")...to use "their best efforts" to take a series of steps...designed to lead to TP's acquis...
SunCoke Energy Partners, L.P., (SXCP or the Partnership), is a publicly traded partnership (PTP). A PTP will be treated as a corporation unless at least 90 percent of its gross...
The transaction in which General Electric Company, ("GE"), and Baker Hughes, Inc., ("BHI"), will combine their oil and gas activities bears some resemblance...
The proposed Time Warner and AT&T merger and the one announced, on the same day, by B/E Aerospace, Inc., ("BEAV"), and Rockwell Collins, Inc., ("COL"),...
Scottrade Financial Services, Inc., (SFS), has two businesses only one of which is of interest to its suitor, TD Ameritrade Holding Corporation, (AMTD). This is not an uncommon...
October 25, 2016 - Volume 10 Issue 204Print Report
P Corporation, (P), owned 99 percent of the outstanding stock of S, an operating subsidiary. P created, in order to "squeeze out" the minority shareholders...
AT&T, Inc., (T), and Time Warner, Inc., (TWX), in case you haven't heard, announced a merger agreement over the weekend which contemplates the acquisition by T of the a...
SUPERVALU, (SU), was poised to dispose of its Sav-A-Lot, (SAL), operation in a highly unorthodox manner. SU was going to secure an infusion of capital, in the form of non-votin...
ABI/SAB Miller
The transaction has closed. The “partial share alternative” was heavily subscribed for with the result that Altria and Bevco received fewer shares...
A domestic corporation ("ACQ") enters into an agreement (the Contract) with another corporation (T) pursuant to which the parties agree to undertake a series of steps...
CBS announced plans to divest its subsidiary, CBS Radio, Inc., ("Radio"), by means of a combination transaction involving (i) an initial public offering of a portion...
Allergan plc, through one of its U.S. affiliates, "Holdco," has entered into an agreement to acquire the stock of Tobira Therapeutics, Inc., ("TBRA"), in a...
Janus Capital Group, Inc., ("JNS"), and its foreign rival, Henderson Group plc, ("HGG"), have announced plans to merge in a transaction in which JNS, a dome...
One of the more interesting business combinations we have encountered is the acquisition by Ares Capital Corporation, ("ARCC"), of American Capital, Ltd., ("ACAS...
Lennar Corporation, (L), and WCI Communities, Inc., (WCI), have announced that they have entered into a definitive merger agreement under which "Lennar will acquire all of...
Eneris Americas, (ENE), owns some 59.98 percent of the stock of Endesa Americas, (END). Each such corporation is a foreign corporation. ENE is interested in acquiring all of EN...
September 15, 2016 - Volume 10 Issue 178Print Report
On Date 2, Y Corporation, Y, and Z Corporation, Z, were merged in a transaction to which Sec. 381 of the Internal Revenue Code applies. Z merged into Y in a transacti...
September 14, 2016 - Volume 10 Issue 177Print Report
On August 1, 2011, SC, a District of Columbia corporation, made two filing with the Maryland State Department of Taxation and Assessments, (SDAT). The first filing wa...
TP, who is almost certainly AbbVie, announced, in a press release, the combination of TP and T (who is almost certainly Shire plc), a foreign corporation.
...
September 9, 2016 - Volume 10 Issue 174Print Report
P Corporation, (P), is a manufacturing corporation organized under the laws of State A. T Corporation, (T), is also a manufacturing corporation organized under the la...
Hewlett Packard Enterprise, ("HPE"), it seems safe to say, is, when it comes to divesting "extraneous" parts of its business, partial to Reverse Morris Trus...
Enbridge, Inc., (ENB), a Canadian corporation, and Spectra Energy Corp., (SE), have entered into a merger agreement "under which ENB and SE will combine in a stock-for-sto...
The business combination between Anheuser-Busch InBev SA/NV (ABI) and SABMiller plc (SAB) appears to have undergone some changes, both structurally and in terms of the amount o...
American International Group, Inc., ("AIG") and Arch Capital Group Ltd. ("Arch") recently announced a transaction which entails a sale by AIG, and a concurr...
The merger of The Williams Companies, (WMB), with and into ETC, a corporation created by Energy Transfer Equity L.P., (ETE), was terminated because a condition to closing, the...
D is a State L corporation. The D Group is engaged in several lines of business, including the "Transferred Business." D owns the stock of C, SA, SB, SC, and SD, each...
Vail Resorts, Inc., (MTN), has reached an agreement for the acquisition of its Canadian rival, Whistler Blackcomb Holdings, Inc., (WB). As with most acquisitions of Canadian co...
In May, Hewlett Packard Enterprises, ("HPE"), announced a spin-off of its IT Services business. The spin-off, part of a so-called Reverse Morris Trust (RMT) transacti...
A lawsuit instituted by the Chamber of Commerce of the United States and its Texas counterpart seeks to overturn the most controversial element of the April 2016 anti-inversion...
Shareholders of acquired corporations generally do not pay tax on the portion of the consideration they receive that consists of stock in the acquiring corporation. However, th...
EFH is in bankruptcy. It conducts two businesses, a "regulated" business and a "competitive" business. Most of EFH's activities are conducted by disrega...
We understand that the format for the ABI/SAB business combination might (will?) have to be altered. Apparently, what had been envisioned as a "scheme of arrangement"...
Eaton Corporation engaged in one of the early "inversion" transactions, in 2012, with Cooper Industries plc as its counterparty. The parties formed a new holding comp...
Not surprisingly, Yahoo! Inc., (YHOO), announced that it had reached an agreement with Verizon Communications, Inc., (VZ), which envisions the sale of YHOO's "core bus...
Exxon Mobil Corporation ("XOM") has topped a rival's bid for InterOil Corporation ("IOC") and the latter is now enthusiastically endorsing XOM's off...
Target Corporation, (TC), sought to create a holding company structure in the most tax unobtrusive way possible. Step 1saw the formation by TC of a new domestic...
The most fundamental of the spin-off requirements is the so-called "control" requirement. Sec. 355(a)(1)(A) of the Code provides that, for a distribution to qualify f...
BI was incorporated in 1965. In 1968, BE established a subsidiary shell corporation, BM. On April 23, 1970, BI was merged with andinto BM which then changed its...
Oldco, a C corporation, made an election on Date 1 to be treated as an 'S' corporation as of Date 0. P, a State Y LLC, owned Holdco, and Holdco owned Newco, a...
Ahead of schedule, the I.R.S. issued, on July 14, 2016, proposed regulations designed to address "abuses" that had cropped up in the world of spin-offs. It is not a s...
Taxpayer, TP, a C corporation, owned all of the stock of Corporation A, CA. In Year 1, CA sold approximately "x" acres of land and other real and personal p...
Private Bancorp, Inc., (PBI), and Canadian Imperial Bank of Commerce, (CIBC), have entered into an agreement and plan of merger pursuant to which the former will be acquired by...
If all goes according to plan, Yahoo! Inc. (YHOO) will soon dispose of its "core" business, most likely in a taxable transaction, and distribute the proceeds derived...
ASU 2016-09. When a corporation grants an “NQO” to an employee…it recognizes compensation expense and records a tax benefit equal to the product of (i) t...
Taxpayer, (TP), is a widely held, publicly traded State A corporation. It seems clear that TP is Pinnacle Entertainment, Inc. TP is an owner, operator, and developer of casinos...
Sec. 6621(d) of the Internal Revenue Code reads: "To the extent that, for any period, interest is payable under subchapter A and allowable under subchapter B on equivalent...
The much anticipated combination of Lions Gate Entertainment Corporation, (LGE), a Canadian corporation, and Starz, (ST), a U.S. corporation, has now been set into motion with...
PrivateBancorp, Inc. (PVTB) and Canadian Imperial Bank of Commerce (CIBC) announced the execution of a definitive agreement and plan of merger pursuant to which PVTB will be me...
Oregon may tax nonresident partners of multistate partnerships to the extent their partnership income has an Oregon source. If, however, the nonresident is not a part...
McKesson Corporation, (MCK), announced a rather complicated transaction in which it will join forces with Change Healthcare Holdings, Inc. (CHCI), a private entity, with respec...
Against all odds, the Delaware Chancery Court ruled on Friday, June 24th, that Energy Transfer Equity, L.P. ("ETE" or the "Partnership"), in connection with...
In early June, the Treasury Department issued regulations designed to "discourage" REIT conversions on the part of C corporations that had participated in tax-free sp...
Apparently, yesterday, at the hearing conducted in Delaware Chancery Court regarding the WMB/ETE deal, we had a rare "Court Holding Company" sighting. This...
Liberty Interactive has announced that it is proceeding with its plan to separate its stake its Expedia, Inc., but will do so by means of a "split-off" (in which shar...
The other day we reported that the Treasury Department had issued temporary regulations designed to penalize certain "conversion transactions" (i.e., transa...
For a merger to qualify as a reorganization, it must, among other requirements, satisfy the "continuity of interest" ("COI") test. COI requires that a subst...
The Treasury Department feels that Congress's efforts to discourage REIT spin-offs were too timid. Accordingly, the Department has issued temporary regulations that it beli...
The recently announced transaction involving Computer Sciences Corp. (Chicago) and Hewlett Packard Enterprise Company (Houston) is a "textbook" reverse Morris Trust (...
Hewlett Packard Enterprise ("HPE") will spin-off its Enterprise Services business ("spinco") to its shareholders. Immediately thereafter, and as part of the...
Grupo Ferrer Internacional S.A., through a newly-created U.S. subsidiary, Ferrer Pharma, Inc., (FPI), has reached an agreement to acquire the stock of Alexza Pharmaceuticals, I...
Technip S.A. (TEC) and FMC Technologies, Inc. (FTI) have announced a business combination that will result in FTI becoming a subsidiary of a newly-formed U.K corporation, FMC T...
Where one corporation acquires the stock or assets of another corporation, and the transaction qualifies as a "reorganization" within the meaning of Sec. 368(a)(1...
One of the more low-key, under the radar, inversions from this modern era of cross-border transactions was the combination involving Terex Corporation (T) and Konecranes plc (K...
Now that the historic combination of Time Warner Cable, Inc. (TWC) and Charter Communications, Inc. (CCI) appears to be nearing completion, questions have arisen regarding how...
Facebook, Inc., (FB), has two classes of stock outstanding, a "high vote" class (Class B common stock); and a "low vote" class (Class A common stock). The f...
It had recently been concluded that a foreign person's gain from the exchange of Vistana stock for that of ILG in the upcoming merger would have to be "taken...
Annaly Corp. Management, Inc. (ACM), through its wholly-owned subsidiary, RMS, is offering to exchange, for each outstanding shares of common stock of Hatteras Financial Corpor...
An S-4 filing released today clarifies the nature of the dispute between ETE and WMB regarding the now infamous "Sec. 721(a) opinion" that (i) is a condition of the d...
Williams/ETE
Lawyers for ETE are currently unable to render a "Sec. 721(a)" opinion with respect to the transfer of assets from ETC to ETE. Why not?
S...
Brocade Communications Systems, Inc. (BCS) has entered into a plan and agreement pursuant to which it will acquire all of the stock of Ruckus Wireless, Inc. (RWI). Although a s...
Rovi Corporation (ROVI) and TiVo, Inc. (TIVO) announced that the former will acquire the latter "for $10.70 in cash and stock for total consideration of approximately $1.1...
Abbott Laboratories (AL) and St. Jude Medical, Inc. (SJM) have announced a plan and agreement calling for the acquisition of the latter by the former. The transaction will be s...
In conjunction with its acquisition by Tyco, Johnson Controls, Inc., (JCI) will be distributing the stock of a corporation, Adient plc, (A), which will conduct JCI's "...
P and T areeach thecommon parents of separateaffiliated groups, which have filed consolidated income tax returns for the years immediately preceding...
The "break-up" of Starwood is one of the more complex transactions we have encountered. It involves, in total, a spin-off (or perhaps a split-off) and two mergers, in...
In the Williams/ETE transaction, Williams is slated to merge with and into a new corporation, ETC, and the latter will issue in exchange for Williams’ shares a...
Because foreign source income of foreign corporations is not subject to U.S. tax, many U.S. corporations find it advantageous to “segregate” their foreign...
The theory that the Treasury Department regulations have effectively killed inversion transactions is being sorely tested by a deal announced today that, from what we can glean...
H Corporation (H) owned all of the stock of P Corporation (P). Some 88 percent ofH's single class of commonstock was owned by the members of a family...
While most of the attention, from a tax viewpoint, paid to the Baxalta, Inc./Shire plc transaction has focused on whether Shire's acquisition of the stock of Baxalta could...
Now that Anbang has withdrawn its offer for Starwood (HOT), the stage is set for HOT to be acquired by Marriott International, Inc. (MII). However, before such acquisition take...
Pinnacle Entertainment, Inc. (PINN) has been pursuing an "opco/propco" transaction for quite some time. It appears that the transaction is now on the verge of being c...
Marriott International, Inc., (M), has come back with a higher offer for Starwood Hotels & Resorts Worldwide, Inc., (S), which the latter has found acceptable. Accordingly,...
In the face of seemingly heightened attention being paid to cross border deals, what with articles in Tax Notes by learned professors and a flurry of legislative proposals, IHS...
One of the more unusual deals we have ever encountered is currently unfolding in the real estate space. ARMOUR Residential REIT, Inc., (ARMOUR), through a newly-created subsidi...
HRG Group, Inc. (HRG) owns 57.9 percent of the stock of Spectrum Brands Holdings, Inc. (SBH). It also owns stock in FGL which is on the verge of being sold by HRG for what appe...
Rep. Levin, one of the most determined foes of cross border merger transactions, has introduced, yet again, legislation in the House of Representatives that would ren...
The proxy materials describing the landmark transaction between Dell Computer and EMC Corporation indicate that the consummation of the transaction is conditioned on, among oth...
February 16, 2016 - Volume 10 Issue 30Print Report
A and B, while shareholders of U and V which were retail companies, entered into an agreement and plan of reorganization with W, a publicly traded corporation. The tr...
Clearly, the benefits to be gained from a "cross border" merger are not the exclusive preserve of the pharmaceutical and tech industries. We now have one of the first...
The I.R.S. audited the TY2 income tax returns of Corporation 1, (C1), and its former foreign parent, Corporation 2, (C2). As a result of the audits, the Service made...
There are numerous shareholders of Shire plc, Allergan plc, ETE, Dow Corporation and DuPont, for example, which have unrealized losses in their holdings. Each of these companie...
Broadcom/Avago—The Avago stock can be received on a tax-free basis if the transaction satisfies the requirements of the “Helen of Troy” regulations. In order for an &ldquo...
When Baxter International, Inc. spun-off Baxalta, Inc. (BXLT) last July, it did not distribute all of its stock therein. It distributed only about 80 percent of such stock and...
Lockheed Martin (LMT) has come to the same decision that many others before it have reached regarding the divestiture of a business unit: it is infinitely better to spin-off th...
Fresh off its settlement of "earnings stripping" disputes with the I.R.S., Tyco International plc, (TYC), is set to engage in another "tax oriented" transac...
The Williams Companies, Inc. ("WMB") and Energy Transfer Corp. L.P. ("ETC") have entered into a merger agreement which the parties, despite some restiveness...
Ordinarily, a "reverse Morris Trust" ("RMT") transaction follows a familiar pattern: A distributing corporation engaged in the active conduct of a trade or...
Waste Connections, Inc., (WCN), a domestic corporation, and Progressive Waste Solutions Ltd., (BIN), a Canadian corporation, "have entered into a definitive agreement to m...
Last month, General Electric ("GE") engaged in a merger transaction in connection with which holders of GECC preferred stock were forced (subject to the exercise of a...
It appears that the Broadcom Corp. ("B")/Avago Technologies Ltd. ("A") merger is very close to completion, which means that shareholders of B will soon be a...
Shire plc, (S), and Baxalta, Inc., (B), have entered into a definitive agreement and plan of merger pursuant to which B will become a wholly-owned subsidiary of S.
&n...
Media General, Inc., (MEG), and Nexstar Broadcasting Group, Inc., (NXST), have reached an agreement pursuant to which NXST will acquire the stock of MEG. However, the agreement...
Distributing, ("D") is a publicly traded State A corporation and is the parent of an affiliated group that files a consolidated federal income tax return. Prior to Da...
December 31, 2015 - Volume 9 Issue 250Print Report
Petitioner, (P), owned stock in USSI, a New Jersey corporation, which owned a majority interest in two limited liability companies operating under the laws of the Russian Feder...
OC was in the "A business" through its subsidiary, Sub. Sub was also engaged in the "B business." Many of the products produced by Sub contained "Subst...
December 23, 2015 - Volume 9 Issue 245Print Report
Parent is a publicly traded State D corporation. Parent is the common parent of an affiliated group that files a consolidated federal income tax return, and is the common paren...
The historic transaction in which Allergan plc (AGN) will acquire the stock of Pfizer, Inc. (PFE) is intended to avoid classification as an "inversion" and, therefore...
Coca-Cola Enterprises, Inc. (CCE) is in the process of "redomiciling" through a complex transaction that will culminate in CCE becoming a subsidiary of a newly-create...
Global Payments, Inc. (GPN) recently announced that it has entered into a definitive agreement to acquire Heartland Payment Systems, Inc. (HPY). GPN will be acquiring HPY "...
DuPont (DD) and The Dow Chemical Company (DOW), longtime rivals, have announced board of director approval of a definitive agreement under which the companies will combine in a...
Yahoo! Inc., not unexpectedly in light of the mounting shareholder discomfort with its original plan, has now decided to "suspend" work on the "pending plan"...
In connection with its exit from the finance business, General Electric Company, (G.E.), will be retiring certain preferred stock issued by its subsidiary, GECC.
&nbs...
Well over a decade ago, a company named Seagate was faced with a problem similar to that currently confronting Yahoo! Inc. Seagate owned a world class disk drive business and a...
Microsemi Corporation, (MC), has reached an agreement to acquire the stock of PMC-Sierra, Inc., (PMC). PMC, as a result, will be terminating an agreement it had previously reac...
There has been much discussion about the possibility of Pfizer plc (PFE) effecting a post-merger spin-off of a portion of its sprawling pharmaceutical business. In fact, PFE...
One of the most significant deals of the recent past is now the subject of a definitive agreement, an agreement that is sure to elicit some criticism from politicians who belie...
Liberty Global plc (LG) and Cable & Wireless Communications plc (CWC) are embarking on a complex transaction in which, ultimately, the two corporations will be consolidated...
Marriott International, Inc. (MAR) and Starwood Hotel & Resorts Worldwide, Inc. (HOT) today announced a definitive merger agreement pursuant to which MAR will acquire all o...
Anheuser-Busch InBev SA/NV (ABI) and SAB Miller plc (SAB), as widely expected, have reached an agreement pursuant to which ABI will acquire the stock of SAB from the latter'...
Willis Group Holdings plc (WGH) and Towers Watson & Co. (TWC) are poised to effect a business combination that will be structured as a "reverse triangular merger."...
Expedia, Inc., (EXPE), has agreed to acquire HomeAway, Inc. (AWAY) "for an equity value of $3.9 billion in cash and common stock, representing a per share price for AWAY s...
Rite-Aid Corporation, (R), has agreed to be acquired by Walgreen Boots Alliance, Inc. (W) in a transaction that will be structured as a "reverse subsidiary cash merger.&qu...
The possibility of a Pfizer, Inc. (PFE) and Allergan plc (AGN) combination has, understandably, captured the imagination of investors who are wondering whether such a marriage...
Snyder's-Lance, Inc., (LNCE), and Diamond Foods, Inc., (DMND), have announced an agreement under which "...LNCE will acquire all outstanding shares of DMND in a cash a...
Starwood Hotels and Resorts Worldwide, Inc. (HOT) announced today its intention to spin-off its subsidiary, Vistana Signature Experiences, (V), and in connection with the spin-...
Ferrari N.V. will be engaging in an initial public offering of approximately 10 percent of its stock in the near future. The shares to be offered are all "secondary"...
C Corporation, (C), is engaged in the commodity business, operating as an importer and dealer. As of September 15, 1979, C had outstanding 80 shares of common stock.<...
Anheuser-Busch InBev (ABI) made public its revised proposal to the Board of SABMiller plc (SAB) to combine the two companies "and build the first truly global beer company...
Energy Transfer Equity, L.P. (ETE) and the Williams Companies, Inc. (WMB) announced a rather complex business combination which will see, once all the steps are completed, WMB&...
Altria Group, Inc. (MO) holds approximately 27 percent of the economic and voting interest of SABMiller plc, (SAB), which MO accounts for under the "equity method" of...
September 25, 2015 - Volume 9 Issue 183Print Report
Sec. 368(a)(1) of the Code describes several types of transactions that constitute reorganizations . One of these, described in Sec. 368(a)(1)(F), is "a mere...
Atmel Corporation (AT) and Dialog Semiconductor plc (DS) have announced a definitive agreement pursuant to which DS will acquire all of the stock of AT from the latter's sh...
D3 is the common parent of an affiliated group filing a consolidated tax return. D3 owns all of the stock of D2, which owns all of the stock of D1. D1 owns all of the interests...
Last July, Gaming and Leisure Properties, Inc., (GLPI), (the "propco" in the well-known spin-off undertaken by Penn National Gaming) and Pinnacle Entertainment, Inc.,...
BSC is offering to purchase all outstanding shares of common stock of Synergetics USA, Inc., (SY), at a price per share of $6.50 in cash plus one non-transferable contractual c...
September 15, 2015 - Volume 9 Issue 176Print Report
ISC, Industries, Inc., (ISC), is the successor to I. I was in the consumer finance business. The board of directors of I approved the purchase of 52.846 percent of the stock of...
We have written on numerous occasions about how buyers of corporations seek to obtain a cost basis in the target's assets. However, this is a goal that is rarely achieved....
Media General, Inc. (MEG) and Meredith Corporation (MDP) have announced a definitive merger agreement under which MEG "will acquire all of the outstanding common stock of...
September 1, 2015 - Volume 9 Issue 168Print Report
On Date A, Purchaser, (P), entered into a stock purchase agreement with Seller, (S). Pursuant to the stock purchase agreement, P agreed to purchase Target, (T), a&nbs...
Schlumberger Limited, (SLB), and Cameron International Corporation, (CAM), announced, on August 26th, a definitive merger agreement "in which the companies will combine in...
Prior to November 4, 1955, the taxpayer owned 94 percent of the stock of PPRP. This company owned mineral lands in Texas as well asthree ranches and an oil refi...
The income generated by a partnership retains its "character" when it is passed through to its partners. See Sec. 702(b) of the Code. Where that income constitutes &q...
In 1969, S, a wholly-owned subsidiary of P, acquired all the assets and assumed all the liabilities of T in a statutory merger that qualified as a reorganization unde...
Liberty Interactive Corporation, (L), has announced an agreement pursuant to which it will acquire "the outstanding shares" of zulily, inc., (ZU), for a combination o...
ACQ was formed in Year 1 as a State A corporation. ACQ sought to engage in a series of transactions whereby T1 and 11 other independent Business 1 and related corpora...
Terex Corporation, (Theta) has decided to join forces with Konecranes Plc (Kappa) in a transaction that has an unquestioned business rationale. However, the structure of the tr...
Google, Inc., (G), is doing something that many companies have done before it, forming a holding company whose sole function will be to own the stock of the operating companies...
Prior to June 1, 2004, G was President of AB. Pursuant to a merger agreement effective June 1, 2004, AB became a wholly-owned indirect subsidiary of Boston Scientific Corporati...
On Thursday, August 6, 2015, two large transactions with inversion characteristics, even though one of them, technically, is not a "Sec. 7874 inversion," were announc...
The combination of Broadcom Corporation and Avago Technologies Limited is structured as a "global" Sec. 351 exchange. Thus, Holdco, a foreign corporation, will be for...
The pace of mergers has not shown any sign of slowing down, even during the normally slow summer months. Over the last few days, two transformative business combinations were i...
MPLX LP, (MPLX), and Mark West Energy Partners, L.P., (MWE), recently announced the signing of a definitive merger agreement in connection with which MWE would become a "w...
Aetna (AET) and Humana, Inc., (HUM) have entered into a definitive agreement in connection with which AET will acquire HUM for consideration valued at a staggering $37 billion....
Sec. 280G of the Internal Revenue Code defines a parachute payment as a payment to a corporate officer that is contingent on a change in the control or owner...
Now that Hewlett Packard Co. has made certain SEC filings regarding the separation of its businesses via a tax free spin-off, the question of whether the spun-off corporation,...
The Procter & Gamble Company (PG) is once again doing, from a financial engineering point of view, something it has become expert in: divesting a business in a tax-efficien...
The business combination recently announced by ACE Limited (ACE) and The Chubb Corporation (CB), one of the largest deals of this or any other year, will be structured in such...
Centene Corporation, (CC), and Health Net, Inc., (HNI), have entered into an agreement and plan of merger pursuant to which CC will be acquiring HNI. The agreement and plan of...
Willis Group Holdings plc (WSH) and Towers Watson & Co. (TW) have announced the signing of a definitive merger agreement under which "the companies will combine in an...
Delhaize Group and Royal Ahold N.V. have announced their intention to pursue a business combination of the two supermarket giants. The announcement has elicited a large amount...
Martha Stewart Living Omnimedia, Inc. (MSLO) and Sequential Brand Group, Inc. (SBG) have announced a business combination that will result in each of MSLO and SBG becoming subs...
A foreign corporation will be treated as a "surrogate foreign corporation" (making the domestic corporation which it acquires an "expatriated entity" subjec...
A corporation, (U), incurred organizational expenses before 1954 in the amount of $607,601. In July, 1964, U and C Corporation, (C), entered into a merger agreement....
Last week three significant transactions were announced, and each such transaction featured interesting tax angles. Our preliminary observations contained in our previous Bulle...
Although the merger agreement has not yet been published, we have, we believe, sufficient information to intelligently discuss the likely tax consequences flowing from the land...
NS and his wife, JS, owned approximately 99 percent of the stock of P, C, and RO. All three corporations were engaged in the sale and servicing of automobiles....
X corporation (X) and Y corporation (Y) are unrelated corporations. On July 1, 2011, X grants a stock option to A, an employee of X since January 4, 2011, entitling A to purcha...
ascena retail group, inc. (ASNA) and ANN INC. (ANN) announced yesterday that they have entered into a definitive merger agreement in connection with which ASNA will acquire all...
In 1983, the regulators examined M, a State X bank, and determined it had "substantial financial problems." The regulators began negotiations with another S...
NXP Semiconductors NV (NXPI) and Freescale Semiconductors Ltd. (FSL) have entered into a plan and agreement pursuant to which NXPI will acquire all of the stock of FSL for a mi...
Alexion Pharmaceuticals, Inc., (ALXN) made headlines yesterday as a result of the magnitude of the premium it is offering in connection with its planned $8.4 billion acquisitio...
Individual, (I), owned H, a domestic corporation. H owned S1 and S2. I, S1, and S2 collectively owned 100 percent of S3, a Country X corporation; S1 owned more than 8...
ARRIS Group, Inc., (AG), has entered into a plan and agreement with Pace plc (P) which will lead to each of AG and P becoming subsidiaries of "New ARRIS," (NA), a cor...
In October 2014, Symantec Corporation, (S), announced its intention to separate into a security business and an information management business. Such separation was to be accom...
Nokia's understanding with Alcatel-Lucent is couched in unusual terms. Apparently, Nokia has to structure the acquisition as a "public exchange offer" (to be file...
If the landmark Kraft/Heinz merger is completed, each outstanding share of Kraft common stock...will be converted into the right to receive one share of common stock of the mer...
The issue that arose in connection with Kraft's merger with Heinz has come up once again with respect to a much smaller deal involving two Bermuda insurers, Montpelier Re H...
The Dow Chemical Company (DOW) and Olin Corporation (OLN) have announced a definitive agreement pursuant to which "a significant portion of DOW's chlorine value chain&...
H.J. Heinz Holding Corporation (HJH) and Kraft Foods Group, Inc. (K) have entered into a definitive merger agreement for the purpose of creating "The Kraft Heinz Company,&...
GLPI's proposal regarding Pinnacle Entertainment (PNK) envisions a spin-off of an "opco" followed immediately by a merger of the remaining company (propco) with a...
Gaming and Leisure Properties, Inc. (GLPI), the company that was spun-off from Penn National Gaming in a landmark transaction that became the model for "opco/propco"...
On March 4th, AbbVie Inc. (A) and Pharmacyclics, Inc. (P), each a Delaware corporation, entered into an Agreement and Plan of Reorganization, by and among A, P, Oxford Amherst...
What used to be quite common has now become exceedingly rare; an acquisition by a foreign corporation of the stock of a U.S. corporation in what is now widely known as an "...
D2 is a holding company whose primary asset is the stock of D1. D1 is also a holding company whose primary asset is the stock of several operating subsidiaries, including the s...
Spin-off requirements: "control" requirement: immediately before the distribution, T (the distributing corporation) must control the corporation whose stock...
Harris Corporation, (HRS), and Exelis, Inc., (XLS) have jointly announced a definitive agreement under which the former will acquire the stock of the latter "in a cash and...
Staples, Inc. (S) and Office Depot, Inc., (ODP), have announced the execution of an Agreement and Plan of Merger "by and among S, Staples AMS, Inc., and ODP, pursuant to w...
Yahoo! Inc. (Y) has announced its plan to divest, "tax-efficiently," its Alibaba (BABA) stake and, not surprisingly, the plan employs the spin-off provisions of the t...
Rock-Tenn Company (RKT) and MeadWestvaco Corporation (MWV) today announced an agreement pursuant to which each of RKT and MWV will becomes subsidiaries of a new corporation (&q...
City National Corporation (CYN) and Royal Bank of Canada (RY) have reached an agreement pursuant to which CYN will be merged with and into RBC USA Holdco, (RBC), a direct wholl...
P Corporation, (P), formed Subsidiary, (Sub). T Corporation, (T),a holding company, owns all of the stock of R Corporation, (R), and S Corporation, (S). P's...
MeadWestvaco Corporation, (MWV), announced its intention to "separate" its Specialty Chemicals business from the rest of the company. The separation is expected to be...
December 31, 2014 - Volume 8 Issue 251Print Report
T Corporation, (T), isa regulated public utility. T has outstanding 29,500 shares of voting common stock, all of which were held by Mr. A. ACQ is also a regulat...
The Financial Accounting Standards Board ("FASB") has issued new rules that will simplify the accounting for business combinations, at least in the case of private co...
December 26, 2014 - Volume 8 Issue 248Print Report
T merged with and into TP in a transaction to which Sec. 381 applied. TP is the common parent of an affiliated group which files a consolidated income tax return....
The recently issued S-4 with respect to the combination of Allergan, Inc. (AGN) and Actavis plc (ACT) discloses that the transaction will be structured as a "reverse trian...
D Corporation, (D), is a publicly-traded Country A corporation. D has outstanding two classes of stock, publicly traded ordinary shares of a single class ("D Com...
Recently, Cypress Semiconductor Corporation, (CY), and Spansion, Inc., (CODE), announced a "merger of equals" transaction the details of which are disclosed in the me...
A pending "inversion" transaction was enjoined by a Delaware Chancery Court judge recently because of a "disconnect" between the manner in which the transac...
One of the more difficult questions that arises in connection with acquisitions is whether a "pre-sale dividend" remitted by the acquired corporation is properly trea...
November 25, 2014 - Volume 8 Issue 227Print Report
P Corporation, (P), owned all of the stock of S Corporation, (S), for over five years. Both P and Shave eachbeen engaged in the active conduct of a trade...
In one of the largest business combinations of the year, Baker Hughes, Inc., (BHI), will be merging with and into a limited liability company, (RTLLC), to be created by Hallibu...
BB&T Corporation, (BBT) and Susquehanna Bancshares, Inc. (SUSQ) have announced the signing of a definitive agreement "under which BBT will acquire SUSQ in a cash and s...
With Yahoo! Inc. (Y) confirming the fact that it is exploring "tax efficient" options for the divestiture of its equity stakes in each of Alibaba (BABA) and Yahoo Jap...
Actavis plc (ACT) and Allergan, Inc. (AGN) announced that they have entered into a definitive agreement pursuant to which ACT will acquire AGN for a combination of (i) $129.22...
Laboratory Corporation of America Holdings, (LH), and Covance, Inc., (CVD), have entered into a definitive agreement pursuant to which LH will acquire all of the stock of CVD.<...
In light of the Treasury Department's issuance of Notice 2014-52, certain inversion transactions are less attractive than heretofore; and such Notice has reportedly been pr...
For taxpayers operating businesses within and outside the state, California applies the "unitary business principle." That method calculates the local tax base by fir...
Kinder Morgan, Inc. (KMI) issued proxy materials the other day in which it discussed the tax consequences the unitholders of Kinder Morgan Energy Partners, L.P. (KMP) can expec...
In two recently announced business combinations, the buyer is offering, as an integral part of the consideration, its own stock. In each case, moreover, the stock component of...
D is the common parent of an affiliated group that files a consolidated income tax return. D is engaged directly and though subsidiaries in Business A, Business B, and Business...
The Blackstone Group L.P., a publicly-traded partnership, has announced a plan to spin off to its unitholders its financial and strategic advisory services, restructuring and r...
AMEC plc, (AM) has reached an agreement with Foster Wheeler AG, (FW), pursuant to which the latter will be acquired by the former in a multi-step transaction. Initially, a newl...
An "Omnibus Tax Memorandum," dated October 1, 2014 and filed with the Bankruptcy Court on that date, does a wonderful job of laying out the daunting federal income ta...
UBS has announced an internal restructuring which will lead to the formation of a "pure" holding company. Such holding company will own, directly and indirectly, all...
In 1998, N acquired OWF through a forward triangular merger under Sec. 368(a)(1)(A) and Sec. 368(a)(2)(D). OWF merged into WFC, a subsidiary of N organized for purposes of the...
Civeo Corporation, (CVEO), faced with a choice of two tried and true tax savings maneuvers, a REIT election or an "inversion," rejected the former and has chosen to p...
Chiquita Brands International, Inc., (CQB), and Fyffes plc, (FFE), have announced that their respective Boards of Directors have approved a revised agreement for the proposed c...
The Treasury Department's response to the proliferation of inversion transactions was issued last night and is interesting only in the sense that it is so narrowly focused....
Glimcher Realty Trust, (GRT), and Washington Prime Group, Inc., (WPG), each a REIT, have entered into a definitive agreement pursuant to which GRT will be merged with and into...
Fidelity National Financial, Inc., (FNF), is adopting a strategy most closely identified with Liberty Media in order to efficiently divest a less than controlling stake it owns...
BHP Biliton, (BHP), plans to create an independent global metals and mining company "based on a selection of its aluminum, copper, manganese, nickel, and silver assets.&qu...
P is a State W corporation. P has 752,000 shares of voting common stock outstanding, 6,000 shares of preferred stock ("Class 1 Preferred Stock") outstanding...
The E.W. Scripps Company (SSP) and Journal Communications (JRN) have announced an intricate, multi-step, transaction that will result in the shareholders of each such corporati...
Liberty TripAdvisor Holdings, Inc., (TC), is currently, but not for much longer, a wholly-owned subsidiary of Liberty Interactive Corporation, (L). TC's business, assets, a...
AbbVie, Inc., (AV), and Shire plc, (SH), have entered into an agreement pursuant to which each will become a subsidiary of a newly-created Jersey corporation, New AbbVie, (NAV)...
Although most mergers are announced on Mondays, deal activity has been so feverish lately that announcements are now regularly spilling over to later in the week. This morning,...
Last week, Bloomberg previewed a new species of inversion transaction, the "Spinversion." In a Spinversion, a large domestic corporation spins off a business unit and...
AECOM Technology Corporation, (ACM), and URS Corporation, (URS), have announced the execution of a definitive agreement under which "ACM will acquire all outstanding share...
While we are waiting for Abbvie and Shire to effect their landmark inversion transaction, Salix Pharmaceuticals, Ltd., (SAX), a Delaware corporation, announced that it had ente...
P Corporation, (P), is engaged in Business A and Business B. P is an 'S' corporation. P owns all of the voting preferred stock of T Corporation, (T). T is eng...
Prior to September 24, 1941, P Corporation, (P), had outstanding 1,500 shares of capital stock. On September 30, 1941, there was distributed to the shareholders of P...
B/E Aerospace, Inc., (BEAV), three weeks ago, announced that its board of directors has "commenced a process to separate its businesses into two independent publicly-trade...
P, a widely-held and publicly traded corporation, is the common parent of a consolidated group. P has voting common stock outstanding, has no preferred stock outstand...
Wisconsin Energy Corporation, (WEC), and Integrys Energy Group, Inc. (TEG), have entered into a definitive agreement in connection withwhich the former will acq...
P was a closely-held State A corporation with a single class of common stock outstanding. The Principal Shareholders of P hold approximately "b%" of its stock. P has...
Whatever the merits of the Valeant/Allergan combination from a commercial viewpoint, one thing is certain as a result of the manner in which the transaction is slated...
Undaunted by the specter of proposed legislation that would effectively eliminate inversion transactions consummated after May 8, 2014, one of the largest inversions to date, i...
Endurance Specialty Holding, Ltd. (ESH) has decided to take its quest to acquire Aspen Insurance Holdings, Ltd. (AIH) to another level. It is launching a exchange offer for AIH...
D is a State X corporation actively engaged in Business A and in Business B. As of August 6, 1997, D had outstanding 200,000 shares of voting common stock owned by--(...
Where a transaction involving domestic corporations qualifies as a reorganization under Sec. 368 of the Code, the shareholders of the acquired corporation who exchange their st...
Rumors are circulating that DuPont is considering a reverse Morris Trust (RMT) transaction in which it would spin-off or split-off its performance chemicals business, and the s...
Valeant Pharmaceuticals International, Inc. (VRX), once again, has revised its offer for Allergan, Inc. (AGN). Under the latest offer, each AGN share would be exchanged for $72...
Charlie Acquisition Corporation, a Delaware corporation and a wholly-owned indirect subsidiary of H. Lundbeck A/S, a Danish corporation, is offering to purchase all of the shar...
X,a publicly-traded State R corporation, emerged from a Chapter 11 bankruptcy proceeding as the successor to Y, a State S corporation. As of Date 7, X had accum...
DIRECTV (DTV) and AT&T, Inc., (T), as widely expected, have announced a plan and agreement pursuant to which DTV will be combined with T in a transaction that is,...
The Hillshire Brands Company, (HSH), the old Sara Lee (ex the coffee business), and Pinnacle Foods, Inc., (PF), have entered into a definitive agreement pursuant to w...
Now that many pension plans have moved into a surplus position, companies might be tempted to terminate the plans (after providing for all of the benefits that have accrued to...
Reg. Sec. 1.381(a)-1(a) reminds us that Sec. 381 of the Code provides that a corporation which acquires the assets of another corporation in certain liquidations and...
Although the 1997 enactment of Sec. 355(e) severely limited the ability of corporations to engage in "Morris Trust" transactions, these transactions do crop up from t...
In 1981, Blimpie, (B), became a public company. In that year, B was controlled by four officers, one of whom was the taxpayer, DLS. These officers collectively contro...
Comcast (CO) hasoutlined its plan to divest cable systems and subscribers in connection with the Time Warner Cable (TWC) merger and, as expected, it is both mul...
Bloomberg is reporting that Charter Communications, Inc. (CHTR) is "...nearing a deal to acquire about 1.5 million subscribers from Comcast Corporation, (CMCSA)...
Old Parent (OP) is the publicly-traded common parent of an affiliated group of corporations that files a consolidated income tax return. OP has a single class of common stock o...
Mallinckrodt plc (MNK) and Questcor Pharmaceuticals, Inc. (QCOR) announced that they have entered into a definitive merger agreement pursuant to which QCOR will becom...
Media General, Inc., (MEG), and LIN Media LLC, (LIN), announced, on March 21st, a definitive merger agreement "that will create the second larges pure-play television broa...
On March 12th, EPL Oil & Gas, Inc., a domestic corporation, (EPL), entered into an Agreement and Plan of Merger with Energy XXI (Bermuda) Limited, (XXI). In the t...
Even though the President's budget proposals with respect to "inversions" roiled the market, these transactions are continuing unabated. In fact, in lig...
President Obama's budget provisions, not unexpectedly, attack "inversion" transactions in a most damaging way. The good news is that most analysts have&...
On Date 1, TP entered into an Agreement and Plan of Merger with B ("Agreement 1") to acquire the stock of B for stock, cash, and assumption of debt. Under t...
AMEC plc, (AP), is launching a "public exchange offer" to acquire all of the shares of Foster Wheeler AG, (FW), one of the first U.S. companies to have engaged in an...
HudBay Minerals, Inc., (HMI), is offering to "purchase" all of the shares of Augusta Resources Corporation, (ARC), other than the shares of ARC already held...
In 1969, S, a wholly-owned subsidiary of P, acquired all the assets and assumed all the liabilities of T in a statutory merger that qualified as a reorganization unde...
Liberty Global, plc (LG) and Ziggo N.V., (Z) have reached an agreement pursuant to which LG will acquire Z and, at least operationally if not legally, Z's busines...
X is a State X corporation. X has outstanding only common stock which is bothwidely held and publicly traded. There are no "rights" outstanding which...
X is a corporation established in Y. Originally, there were three shareholders, including SHA.X borrowed funds from its shareholders. These loans ranged from th...
NuPathe, Inc., (N), had agreed to be acquired by Endo Health Solutions, Inc. (E) in a transaction in which each N share would be converted into (i)the right to...
Charter Communications, Inc.(CC) has gone public with its intentions vis a vis Time Warner Cable (TWC). It is offering to acquire its larger rival for a combina...
Liberty Media Corporation, (L), currently owns, taking into account both stock that it owns directly and stock that it has a right to acquire, approximately 53.4 percent of the...
Endo Health Solutions, Inc., (E), has been busy. It is in the process of accomplishing an "inversion" transaction in which both it and Paladin Labs will become subsid...
Sysco Corporation, (SYY), and U.S. Foods, (USF),recently agreed to merge. The transaction will be structured as (1) a reverse triangular merger in which a tra...
The merger of AMR Corporation (AMR)and U.S. Airways Group (UAG)will be consummated today. The combined entity will be called American Airlines Group, In...
Weyerhaeuser Company, (WY), a real estate investment trust, (REIT), announced that it has entered into a definitive agreement to combine its homebuilding business wit...
For a transaction to qualify as a reorganization, it must satisfy not only the "terms of the specifications" (set forth in Sec. 368 of the Internal Revenue...
American Realty Capital Properties, Inc., (ARCP), and Cole Real Estate Investments, Inc., (C), each of which is a real estate investment trust(REIT),hav...
NRG Energy, Inc., (NRG), recently entered into an agreement with Edison Mission Energy (EME) and Edison International (EIX) which provides forNRG's acquisitio...
Liberty Media Corporation, (LMC), announced, on October 10, 2013, a series of restructuring actions each of which is fraught with tax implications.
1....
Brookfield Property Partners, L.P., (BPY) is proposing to acquire the shares of Brookfield Office Properties, Inc., (BPO), which it does not currently own at a pric...
September 24, 2013 - Volume 7 Issue 183Print Report
P, a domestic corporation, owns all of the stock of FS1, a Country B corporation, and FS2, a Country A corporation. T is also a Country A corporation. FS1 will form...
If Verizon Communications, Inc. (VCI)could deduct, for Federal income tax purposes, all or even a portion of the amount it is paying for the 45 percent intere...
BRGO, a newly-created and wholly-owned subsidiary of Cubist Pharmaceuticals, Inc., (C), is offering to purchase all of the outstanding shares of common stock of Tri...
An NOL is defined in Sec. 172(c) of the Internal Revenue Code as the excess of the deductions "allowed by this chapter" over the gross income. An NO...
Omnicom Group, Inc. (OMC) and Publicis Groupe SA, (P), announced a plan and agreement pursuant to which each of OMC and P will become subsidiaries of a newly-create...
OC, Inc., (OC), was formed in 1965. On October 21, 1977, the owners of 98 percent of the stock agreed to sell their shares. On May 5, 1978, BS, Inc., (BS), a newly-...
Lin TV Corporation, (TVL), earlier this year, realized a gain of $715.5 million. This gain arose from a leveraged partnership transaction entered into by TVL severa...
PacWest Bancorp (PACW) and CapitalSource, Inc. (CSE) announced a plan and agreement pursuant to which CSE will be merged with and into PACW. The transaction &...
AT&T, Inc., (T), and Leap Wireless International, Inc., (L), have entered into a plan and agreement pursuant to which T will acquire the stock of L from the latte...
A target corporation, (TC), transfers some of its assets and liabilities to an acquiring corporation, (AC), retaining the remainder of its assets and remaining in e...
Loblaw Companies Limited, (L), and Shoppers Drug Mart Corporation, (SC), each a Canadian corporation, announced a definitive agreement under which "L will acqu...
A-P, Inc., (AP), acquired the assets of W, Inc., (W), through corporate reorganization procedures effected on November 11, 1959. On the date of the reorganization,...
Acquiring Corporation, (A), a domestic corporation, owned all of the stock of Acquiring CFC, (ACFC), a foreign corporation. Target Corporation, (T), a domestic corp...
Sec. 483 requires taxpayers to impute interest according to a statutory formula for payments on account of the sale or exchange of property which constitutes p...
P is the common parent of an affiliated group that files a consolidated income tax return. P is EFH. Partnership owns "a%" of the stock of P and certai...
On January 14, 1957, petitioner, (FF), acquired 4,000 shares of L common stock having a basis of $34,010.26. On September 5, 1968, a merger of LT and L was publicly...
Fidelity National Financial, Inc., (FNF), and Lender Processing Services, Inc., (LPS), have entered into a definitive merger agreement pursuant to which FNF will ac...
In an inversion, a foreign corporation acquires the stock or substantially all of the assets of a domestic corporation in a transaction that is ordinarily structured to q...
MBIA, Inc., (MBI), announced that it has settled its disputes with Bank of America, (BAC), regarding the latter's liability, as successor to Countrywide,with...
In order for a "reverse Morris Trust" transaction to remain tax-free at the distributing corporation level, the shareholders ofsuch distributing cor...
The acquisition by ASML Holding, N.V. (ASML) of Cymer, Inc. (CY) is nearing the finish line and, apparently, some questions have arisen as to how the cash element o...
DISH Network Corporation, (DISH), has submitted a merger proposal to the board of directors of Sprint Nextel Corporation, (S), which it believes is superior to the...
Perhaps the largest of the recent "inversion" transactions (in which a U.S. corporation becomes a subsidiary of a foreign corporation, either newly-created...
Rep.
Dave Camp, R-Mich., the chairman of the House Ways & Committee, the legislative
body from which all tax legislation must emanate, hasreleased a
&q...
Liberty Global, Inc., (LGI), and Virgin Media, Inc., (VMI), will, pursuant to an agreement struck in February, 2013, become subsidiaries of a newly-formed U.K. corpor...
Liberty Global, Inc., (LG), in connection with its plan to acquire the properties of Virgin Media, Inc., (VM), will also be accomplishing an "inversion."...
On February 4, 2013, Mr. John Malone and his wife contributed all of the shares of Series B Common Stock in Liberty Global, Inc. owned by them to "the Malone L...
In 1989, the Reuben Trust, (RT), purchased an insurance policy from Manulife, (M), a mutual life insurance company. In a mutual life insurance company, the policyho...
LinnCo, LLC, (LNCO), and Berry Petroleum Company, (BRY), have announced the signing of a definitive merger agreement which envisions the merger of BRY with and into a...
A consortium led by Berkshire Hathaway, Inc., (BHI), has reached an agreement to acquire all of the stock of H.J. Heinz Company, (HJH). BHI and its partner will be fo...
In the United States, a shareholder of a corporation can exchange his or her stock in such corporation for stock in another corporation on a tax-free basis if the tra...
AMR Corporation, (AMR or Newco) and U.S. Airways Group, Inc., (USA), have entered into an agreement and plan of merger pursuant to which USA will become a wholly-ow...
LIN TV Corporation, (TVL), has announced a transformative transaction that has as its centerpiece the complete liquidation of TVL. The business conducted by TVL, ho...
X Corporation, (X),wanted to acquire all of the stock of Y Corporation, (Y). X and Y were unrelated, except that shareholders of X owning 10 percent of its st...
Compuware Corporation, (CPWR), has been targeted for scrutiny by several formidable "activist" investors who have seen substantial value in CPWR and who h...
P Corporation, (P),owns all of the stock of each ofSub 1 and Sub 2. Sub 2, in turn, owns all of the stock of each of Sub 3 and Sub 4. Sub 4 owns all of...
Donald Fitch, (DF), has been a licensed C.P.A. in California since February, 1993. Upon receiving his license, he started an accounting practice ("C.P.A. pract...
December 21, 2012 - Volume 6 Issue 245Print Report
E Corporation, (E), and SS Corporation, (SS), were each domestic building and loan associations. All SS depositors were owners of withdrawable shares which were con...
Markel Corporation, (MC), and Altera Capital Holdings, Ltd. (AC), a Bermuda corporation,have entered into a plan and agreement pursuant to which MC will acqui...
December 18, 2012 - Volume 6 Issue 242Print Report
On July 11, 2001, petitioner, one of the principal shareholders of Blimpie, Inc., (BI), presented his wife with a letter, which stated: "...I hereby gift to yo...
Freeport McMoRan Copper and Gold, Inc., (FCX), has entered into a plan and agreement pursuant to whichit will acquire, via a forwardmerger, the properti...
Fiat Industrial S.p.A., (FI) and CNH Global N.V., (CNH), announced an agreement in connection with which each of FI and CNH will be merged with and into a new corpo...
Leucadia National Corporation, (L), owned, as of December 31, 2011, an aggregate of 58,006,024 sharesof Jefferies Group, Inc., (J). During 2011, L purchased,...
Kayak Software Corporation, (KSC), which had only recently "gone public," has entered into a plan and agreement pursuant to which the company will be acqu...
EFH appears to be taking steps to insure that its excess loss account (ELA) with respect to its stock of its wholly-owned subsidiary, EFCH, will not become an item...
Stifel Financial Corporation, (SFC), and KBW, Inc., (KBW), have entered into a plan andagreement pursuant to which SFC will "acquire the stock" of K...
PVH Corporation, (PVH), and Warnaco Group, Inc., (W), have entered into a plan and agreement pursuant to which a newly-created subsidiary of PVH, Merger Sub, will b...
EFH Corporation, (EFH), files a consolidated income tax return as the common parent of an affiliated group which includes EFCH, TCEH, and EFIH, but not Oncor.
ASML Holding NV, (ASML), and Cymer, Inc., (CYMI), have announced that they have entered into a definitive merger agreement pursuant to which ASML will acquire CYMI...
Tribune Publishing Co., (T), in 1969, owned 6,109 shares, or 7.1 percent, of the stock ofWest Tacoma NewsprintCorporation, (N). T's basis in the stock w...
Comverse Technology, Inc., (CTI), owns all of the stock of Comverse, Inc., (C), and a majority of the stock of Verint, (V). CTI, earlier this year, announced a plan t...
SoftBank Corporation, (SBC), and Sprint Nextel Corporation, (SNC), have announced a complex transaction which will result in SBC emerging with an approximate 70 perce...
It is well-settled that, in the case of a tax-free reorganization, the issuance by the acquirer of contingent contractual rights to acquire additional stock will no...
P is a real estate investment trust, (REIT). P is engaged in Business AA through its "a%" ownership interest in PLP, a State Y limited partnership. PLP ha...
Deutsche Telekom, (DTE), and MetroPCS Communications, Inc., (PCS), announced that they have executed a definitive agreement pursuant to which DTE's subsidiary, T-Mo...
September 13, 2012 - Volume 6 Issue 177Print Report
G.L. C. 63, Sec. 31A (Massachusetts) allows a credit against the corporate excise tax for manufacturing corporations and business corporations engaged primarily in...
September 6, 2012 - Volume 6 Issue 172Print Report
Two recent Chief Counsel Advice Memoranda address the tax issues surrounding nonrefundable"milestone payments" made to an investment banker in conne...
Hudson City Bancorp, (H), the parent of Hudson City Savings Bank, (HSB), willbe mergingwith and into Wilmington Trust Corporation, (WTC), a direct, whol...
H Corporation, (H), owns all of the stock of X Corporation, (X), and the latter owns all of the stock of Y Corporation, (Y). Y, in turn, owns all of the stock of F...
Aetna, Inc., (A) and Coventry Health Care, Inc., (C), have announced a business combination in which A will acquire the stock of C in exchange for consideration con...
Comverse Technology, Inc., (CTI), is a holding company which owns the stock of Comverse, Inc., (CNS), and, on a fully-diluted basis, approximately 56 percent of the...
A trust, (T), owned 250 shares of MS, Inc., (MS), less than one percent of the outstanding stock. 97 percent of the outstandingstock was owned by Mr. HC, (HC)...
Norman Scott, (NS), and his wife, (JS), owned approximately 99 percent of the common stock of Norman Scott, Inc., (NSI), Continental Corporation, (C), and River Oak...
PPG Industries, Inc., (PPG), and Georgia Gulf Corporation, (GGC), have announced that PPG's commodity chemicals business will be acquired by GGC. However, the trans...
In 1995, plaintiffs formed the Trust which purchased five life insurance policies in 1996 from five different insurance companies. All of the policies were purchase...
In an acquisition transaction, a purchaser's objective, at leastfrom a tax viewpoint, is to secure a "cost" basis in the target's assets. Such a cos...
On Date 2, Year 1, all of the stock of P corporation, (P), was issued to a group of investors ("the Investors"). As of Date 2, Year 1, all of the common s...
Only corporations can engage in reorganizations . Accordingly, a combination of a corporation and a partnership cannot constitute a reorganization: a partne...
Johnson & Johnson, (JNJ) has received regulatory approval for its proposed acquisition of Synthes, Inc., (S).
Each outstanding share of S common stock will be...
On May 1, 2012, Guggenheim Baseball Management, LLC, (GBM), completed the purchase, for a reported $2.15 billion, of the Los Angeles Dodgers baseball franchise. The...
T Corporation, T, was acquired by a subsidiary of P Corporation, P, in a transaction intended to qualify as a reorganization under Sec. 368(a)(1)(A) and Sec. 368(a)...
Liberty Media, (L), though its Liberty Radio LLCunit, currently owns approximately 45 percent of the stock of Sirius XM Radio Inc., (SIRI). It has owned&...
VCC Corporation, VCC, owns 100 percent of the stock of FHV Corporation, FHV. VCC owns 31 percent of the stock of TP Corporation, TP, and FHV owns 62 percent of such...
In a deal that is almost a carbon copy, at least structurally, to its recent acquisition of SUG, Energy Transfer Partners, L.P., (ETP), will acquire, by means of a...
SXC Health Solutions Corp., (SXC), a corporation organized under the laws of Canada, and Catalyst Health Solutions, Inc., (CHS), a domestic corporation, have entere...
On January 18, 2012, Jazz Pharmaceuticals, Inc., (JPI), a U.S. corporation,was acquired by Azur Pharmaceuticals Ltd., (AP), a corporation organized under th...
On Date 1, TP entered into an Agreement and Plan of Merger with B to acquire the stock of B for a combination of cash, stock, and debt assumption. Under the terms o...
We now know that one of the companies whose stock Tyco International, Ltd., (TYC), will be distributing in connection with its previously announced restructuring wi...
Sara Lee Corporation, (SLE), has received its long-awaited I.R.S. ruling regarding the tax consequences of its plan to separate its beverage business from its other...
Rowan Companies, Inc., (RDC), has, in a move reminiscent of the one recently announced by Aon Corporation, decided to engineer an "inversion" transaction....
Prior to 1964, the petitioner was in the business of processing freshly slaughtered hogs. It did not own the facilities necessary for slaughtering the hogs; it used...
Eastman Chemical Company, (E), and Solutia, Inc., (S), each a company that was spun-off manyyears agofrom another company, announced that they have ente...
The issue is whether petitioner effected a change of domicile from New York to Tennessee and was therefore not subject to tax as a resident of N.Y. for the period A...
We have received numerous inquiries over the past few days regarding the announcement by Aon Corporation, (AON), of its intention to "move its corporate headqu...
Comverse Technology, Inc., (CMVT),the beleaguered technology giant, has announced its intention to restructure in a transaction that might best bedescri...
December 30, 2011 - Volume 5 Issue 251Print Report
GP, a foreign corporation, owned all of the stock of FS1, a foreign corporation engaged in the active conduct of Business A. FS1 owned all of the stock of FS2, a fo...
December 28, 2011 - Volume 5 Issue 249Print Report
Where a recently-acquired subsidiary is merged with and into the acquiring parent, the merger will qualify as a reorganization under Sec. 368(a)(1)(A) if the stock...
On Friday, December 16th, 2011, United Rentals, Inc., (URI), and RSC Holdings, Inc., (RRR), announced that they had entered into a definitive merger agreement under...
Lam Research Corp., (L), and Novellus Systems, Inc., (N), have entered into a definitive agreement pursuant to which L will acquire all of the stock of N from the s...
Martin Marietta Materials, Inc., (MMI), is offering to exchange each of the issued and outstanding shares of common stock of Vulcan Materials Company, (VM), for 0.5...
December 13, 2011 - Volume 5 Issue 239Print Report
AP, based in North Carolina, is one of the leading automotive retailers in the United States. As of January 31, 2010, AP owned 145 dealership franchises at 122 deal...
Entergy Corporation, (ETR), and ITC Holdings Corporation, (ITC), have announced a transaction in which the electrictransmission business of ETR will be divest...
On March 4, 1946, the taxpayers, Mr. J and Mr. H, the owners of all of the stock JH, Inc.(JH), signed an agreement with unrelatedP Corporation (P) for t...
November 29, 2011 - Volume 5 Issue 229Print Report
D is a multi-bank holding company. C, a wholly-owned subsidiary of D, is engaged in the business of banking in City X. P is a multi-bank holding company unrelated t...
November 28, 2011 - Volume 5 Issue 228Print Report
Sec. 382 of the Internal Revenue Code imposes a limitation on a corporation's use of net operating loss (NOL) carryovers (and recognized built-in losses)in th...
November 22, 2011 - Volume 5 Issue 225Print Report
On February 24, 1953, the board of directors of the Hickok Company, (HC), adopted a plan of recapitalization involving the creation of $1 million face amou...
November 21, 2011 - Volume 5 Issue 224Print Report
D2 owns all of the stock of D1 and the latter owns all of the stock of C. Each corporation is engaged in the active conduct of at least one trade or business and ha...
November 17, 2011 - Volume 5 Issue 222Print Report
D, a Country C corporation, has outstanding a single class of common stock. SHA, D's principal shareholder, owns "a%" of the stock. SHB, a U.S. person,&...
November 16, 2011 - Volume 5 Issue 221Print Report
P Corporation, (P), was engaged, through its subsidiaries, in Business A and Business B. P was the common parent of an affiliated group of corporations filing a lif...
The S-4 issued with respect to the acquisition by Kinder Morgan, Inc., (KMI) of El Paso Corporation, (EP), indicates that no fewer than three mergers will be undert...
UST (who we believe is NYSE Euronext) is a domestic corporation. UST's common stock is publicly-traded. As of Date C, the market capitalization of UST was approxima...
Kinder Morgan, Inc., (KMI), and El Paso Corporation, (EP), have announced a definitive agreement whereby KMI will acquire EP in a transaction that will create the f...
P is a foreign corporation formed in Country. P owns X, a domestic corporation formed in State A. Y is a public corporation formed in State A. X is engaged in Busin...
Superior Energy Services, (SPN), has entered into a definitive merger agreement with Complete Production Services, (CPX), pursuant to which the former will acquire...
Oldco (O) will form Newco (H) and the latter will formSubsidiary (S). S will then merge with and into O. In the merger, the shareholders of O will receive stock...
The estimable Professor Briloff and his daughter penned an article for October 3rd edition of Barron's in which they found fault with the manner in which t...
Tyco International, (TI), a company organized under the laws of Switzerland, has announced its intention to undertake a spin-off in which TI will distribute to its...
Motorola Mobility, Inc., (MMI), was spun-offby Motorola Solutions, Inc., (M), on January 4, 2011. The spin-off was intended to qualify for tax-free treatment...
Approximately 10 years ago, Viacom, (P),had obtained a ruling from the I.R.S. regarding the tax consequences of a proposed split-off of Blockbuster. The rulin...
The acquisition of Motorola Mobility, Inc., (MMI), by Google, Inc., (GOOG), is a seminal transaction for any number of different reasons, including taxation. It is...
What is the tax outcome when a shareholder of a corporation (T) donates all or a portion of his or her T stock to a charity and, as expected, the charity promptly c...
Motorola Mobility, Inc., (MM), was spun-off from Motorola Solutions, Inc., (MS), on January 4, 2011. The spin-off was tax-free to both MS and the distributee shareh...
D Corporation, (D), is engaged in the active conduct ofBusiness A and Business B. Acquiring Corporation, (ACQ), is engaged in the active conduct of Business C...
P Corporation, (P), owns all of the outstanding common and preferred stock of S Corporation, (S). The preferred stock is non-voting preferredstock. S conducts,...
Validus Holdings, Ltd., (V), has offered to acquire the stock of Transatlantic Holdings, Inc., (T) for a combination of stock and cash. This offer, it believes, is su...
In some instances,the labels attached to financial instruments do not govern their characterization for tax purposes. Thus, it is well-known that instruments pu...
Express Scripts, Inc. and Medco Health Solutions, Inc. have announced one of the largest business combinations of the year. The acquisition by Express of the stock...
Ecolab, Inc., (E), and Nalco Holding Co., (N), have announced a merger that is intended to qualify as a tax-free reorganization under Sec. 368(a)(1)(A) (by reason of...
Ralcorp Holdings, Inc., (R), hasannounced its intention to spin-off its Post Foods business to shareholders in a transaction expected to qualify as a tax-free...
P Corporation, (P), owns all of the stock of S Corporation, (S). P will exchange its shares of S common stock for new shares of S common stock. The number of shares...
B Corporation, (B), a U.K. corporation, owns (through a single-member LLC) 100 percent of the stock of D Corporation, (D), a U.S. corporation. B has directly owned...
Bank of America, (BAC), announced that it has reached anagreement to "resolve nearly all of the legacy Countrywide-issued first lien residential mortgage...
RBC Bank (USA), (Bank), the company whose stock will soonbe acquired by PNC, is a wholly-owned subsidiary of RBC USA Holdco, (Seller), and the latter is a who...
Energy Transfer Equity, L.P., (ETE), and Southern Union Company, (SUG), have announced a definitive merger agreement pursuant to which ETE will be acquiring the sto...
LTR 201123030, November 15, 2010, was issued to Cargill in connection with its split-off of Mosaic. The ruling depicts an exceedingly complex transaction that feature...
The "merger of equals" of Transatlantic Holdings, Inc., (TH), and Allied World Assurance Company Holdings, AG, (AW), a corporation organized under the law...
Wendy's/Arby's Group, Inc., (WEN) has announced a definitive agreement for the sale of Arby's Restaurant Group, Inc., (ARG), to a buyer, ARGIH, a subsidiary of ARG...
D Corporation, (D), owned all of the stock of each of T Corporation, (T), and C Corporation, (C). On or about October 28, 1981, T merged with and into S1 Corporatio...
TP, a State corporation, is engaged in Business. It has common stock outstanding which is traded on "a major exchange". SH, a State corporation, owned app...
Fund, (F), is a closed-end management investment company registered under the Investment Company Act of 1940. F qualified as a "regulated investment company&qu...
Joy Global, Inc., (JGI), and Rowan Companies, Inc., (RCI), have entered into an agreement pursuant to which JG will purchase the stock of RCI's manufacturing subsid...
Hertz Global Holdings, Inc., (HGH), has substantiallyincreased its offer to acquire Dollar Thrifty Automotive Group, Inc., (DTAG). Whether this latest offer w...
Johnson & Johnson, (JNJ), has entered into a plan and agreement for the acquisition of Synthes, Inc., (SY). The majority of the consideration to be paid by JNJ...
Recently, the number of observers calling for the separation of Caremark from CVS--the companies were joined in a merger that was completed at the end of March, 200...
NASDAQ OMX, (NDAQ), and Intercontinental Exchange, (ICE), have filed their merger proposal pursuant to which the companies seek to carve up the assets of NYSE Euron...
Silgan Holdings, Inc., (S), has entered into a merger agreement pursuant to which it will acquire Graham Packaging Company, Inc., (G). The merger is structured as a...
Level 3 Communications, Inc., (L), has reached an agreement to acquire Global Crossing, Ltd., (G), in what is advertised as "a tax-free stock for stock exchang...
For at least the third time, Procter & Gamble Company, (PG), has chosen a tax-efficient method for disposing of a non-core business: the method is popularly&nbs...
P Corporation, (P), owned all of the stock of Corporation A, (CA). The latter owned all of the stock of S Corporation, (S), a controlled foreign corporation. CA als...
X Corporation, (X), made an election to be treated as an 'S' corporation, effective Date 1. Y Corporation, (Y), is wholly-owned by X. Y was formed in Year 1 and mad...
Corporation, (C), is a State A corporation the stock of which is owned by Shareholder 1, (SH1), Shareholder 2, (SH2), and minority shareholders, (M). SH1 owns "...
P Corporation (P) directlyowned all of the stock of T Corporation (T) and all of the stock of S Corporation (S). S, in turn, directlyowned all of the st...
Universal American Corporation, (UAM), has agreed to sell its Medicare Part D business to CVS Caremark, (CVS). In lieu of an outright sale (and distribution of the...
Where a "loss corporation" (a corporation with net operating loss (NOL) carryovers or with net unrealized built-in losses) experiences an ownership ch...
Sanofi-Aventis, (SA), has offered some guidance on how to account, for tax purposes, for the CVRs it will issue in connection with its acquisition of the stock of Gen...
On November 5, 1981, Home Savings of America, FSB, (HS), submitted a proposal to acquire Southern Federal S&L, (S), Hamiltonian Federal S&L, (H), and Securi...
In most cases, a spin-off (or split-off) is preceded by a transfer of assets from the distributing corporation (T) to the corporation (C)whose stock and secur...
Liberty Media, (LM), in its recently-filed Form 10-K, has disclosed a new tax benefit that should enable to avoid over $450 million in federal incometaxes it...
TP is a bank holding company. T is also a bank holding company and wholly-owns S, a bank. S is an accrual method taxpayer, does not use the "reserve method&quo...
Deutsche Boerse AG, (DBI), and NYSE Euronext, (NYX), announced that they have entered into a business combination agreement following the receipt of approval...
Kindred Healthcare, Inc., (K), and RehabCare Group, Inc., (R), have announced the adoption of a merger agreement in which R will be merged with and into K. The merg...
Sara Lee Corporation, (SLE), has terminated negotiations with respect to the sale of the company and has decided, instead, to pursue a restructuring plan the center...
Retail Ventures, Inc., (RVI), isa holding company whose principal asset is a 62 percent stake in DSW, Inc., (DSW). RVI's largest shareholder is Schottenstei...
Ensco plc, (ESV), and Pride International, Inc., (PDE), have announced the signing ofa merger agreement pursuant to which the latter will become an indirect,...
Newmont Mining Corporation, (NEM), and Frontier Gold Gold, Inc., a Canadian corporation, (FRG), have entered into an agreement pursuant to which NEM will acquire al...
Alpha Natural Resources, Inc., (ANR), has reached an agreement with Massey Energy Company, (MEE), with respect to the acquisition by the former of all of the latter...
Smurfit Stone Container Corp., (SSC), only recently emerged from bankruptcy, has agreed to be acquired by Rock-Tenn Co., (RT), in a transaction which will be struct...
T Corporation (T) issued, at face value, $X million of "a%" convertible debentures. At the option of the holder, each $Y of debt principal was convertible...
Rovi Corporation, (R), has entered into a plan and agreement with Sonic Solutions, (SS), pursuant to which the former will acquire the latter in exchangefor a...
Massachusetts law imposes a corporate excise tax on bothforeign and domestic corporations which areengaged in business in the Commonwealth. In addition,...
December 27, 2010 - Volume 4 Issue 250Print Report
The Form F-4 filed by Alcon, Inc., (AL),in connection with its merger with and into Novartis A.G., (NOV), discusses the tax consequences of the transaction, inc...
Bank of Montreal, BMO, has agreed to acquire the properties of Marshall & Ilsley Corp., MI, in a transaction that the parties intend will qualify, for U.S. tax...
Novartis AG, (N), owns approximately 77 percent of the stock of Alcon, Inc., (AL). Apparently, N acquired its stake in AL in two tranches: 25 percent of such stock wa...
December 13, 2010 - Volume 4 Issue 241Print Report
Where a "loss corporation" experiences an ownership change, within the meaning of Sec. 382(g) of the Internal Revenue Code, the amount of taxable income f...
In order for an acquisitive transaction to qualify as a reorganization, it must satisfy the continuity of interest requirement. This is true, moreover, even when the...
AGL Resources, Inc., (AGL), and Nicor, Inc., (N), have announced a merger whichwill, the agreement reveals,be structured with the intention of qualifyin...
November 11, 2010 - Volume 4 Issue 220Print Report
D Corporation, (D), is a publicly-traded corporation that conducts a pharmaceutical business. C Corporation, (C), a wholly-owned subsidiary of D, conducts a cosmeti...
M&T Bank Corporation, (MTB), has entered into a definitive agreement to acquire the stock of Wilmington Trust Corporation, (WL). The acquisition will be effecte...
A Real Estate Investment Trust (REIT) owned "a%" of a limited partnership (LP). Unrelated parties owned the remaining interests therein.LP, in turn,...
In June, 1946, T Corporation (T) acquired substantially all of the assets of PG Corporation (PG). 4,920 shares of T's voting common stock were issued to PG in excha...
St. Jude Medical, STJ, and AGA Medical Holdings, AGAM, have announced an agreement pursuant to which STJ will acquirethe stock of AGAM. The consideration to b...
On May 24, 2010, Sun Healthcare Group, Inc.,(SH), announced its intention to restructure its business bydividing its real estate assets and its operatin...
AF Corporation (AF) is a regulated investment company (RIC) as is TF Corporation (TF). AF invests primarily in common stocks and other equity securities of "Y&...
It is unusual for a shareholder of a target corporation who receives solely "paper" (stock and securities) of the acquiring corporation to be taxed on the...
Southwest Airlines, LUV, has announced its intention to acquire the properties ofAirTran Holdings, Inc., AAI, the parent of AirTran Airways, in a two-step tra...
September 10, 2010 - Volume 4 Issue 176Print Report
P Corporation, (P), owned all of the stock of DSub1, (D1), and the latter owned all of the stock of FSub1, (F1). P also owned all of the stock of FSub4, (F4), FSub5...
Since 1973, 80.1 percent of the stock of Wesco Financial Corporation, WSC, has been owned by BCS, a wholly-owned subsidiary of Berkshire Hathaway, Inc., BRK. WSC is...
TP Corporation, (TP), owns all of the stock of Sub 1 and Sub 2. TP is a holding company which does not directly engage in the conduct of a trade or business....
In Murfam Farms LLC v. United States , _F.3d_ (Fed. Cl. 2010), the issue was whethercertain users of the well-known tax shelter, known as COBRA, were...
In the largest bank merger since the onset of the financial crisis, First Niagra Financial Group, Inc., (FNFG), will acquire New Alliance Bankshares, Inc., (NAL), i...
P Corporation, (P), launches a tender offer for the stock of T Corporation, (T). P successfully acquires, for cash, 91 percent of T's stock. The remaining nine pe...
P Corporation (P) owned all of the stock of Sub1 (S1)and Former Sub (FS). During Month 1 of Year 2, P's equity interest in FS was cancelled after FS emerged f...
P1 Corporation, (P1), owned all of the stock of each ofSub1, Sub2, and Sub3. The corporations joined in the filing of a consolidated income tax return....
Cerberus APB Investor, LLC, (CA), which we assume is treated as a partnership for tax purposes, is an affiliate of Cerberus, LP, (CL). CA owns 55.39 percent of the...
Avis Budget Group, Inc., (ABG), is attempting to derail the merger agreement involving Hertz Global Holdings, Inc., (H), and Dollar Thrifty Automotive Group, Inc.,...
Celgene Corporation, (C), and Abraxis BioScience, Inc., (AB), recentlyannounced a merger agreement in connection withwhich a newly-created and wholly-owne...
Aon Corporation, (AC), and Hewitt Associates, Inc., (HA), have announced their intention to effect a merger. It is intended, and in fact is a condition to closing,...
The merger agreement filed by Valeant, (V),and Biovail, (B),discloses that the transaction will be structured as a merger of a newly-created second-tier...
Valeant, (VRX),and Biovail, (BVF), announced that each company's Board has approved a merger agreement in which VRX would be merged with and into BVF (or an a...
Allscripts, (MDRX), has announced a plan pursuant to which it will acquire Eclipsys, (ECLP), in a merger transaction intended to qualify as a reorganization, and re...
T Corporation (T) has outstanding two classes of common stock, Class A Common Stock and Class B Common Stock. The Class A Common Stock has lesser voting rights than...
The Form S-4 regarding Coca-Cola Enterprise's (Old CCE) split-off was recently issued and it confirms the tax treatment for the cash element of the consideration...
Clarus Corporation, (CL), was formerly in the e-commerce solutions business. That business, however, was unsuccessful and CL has since discontinued its involvement...
D Corporation, (D),is actively engaged in the conduct of Business M and has been so engagedfor well in excess of five years. Within the past five years,...
Comtech Telecommunications Corporation, (CMTL), and CPI International, Inc., (CPII), have entered into a definitive merger agreement in connection with which CMTL w...
When HCA, Inc., (H), was "taken private" several years ago, the sponsors formed an LLC, (HHII), which in turn formed a transitory acquisition company whic...
A tax of 30 percent is imposed on U.S. source dividend income received by a non-resident alien individual. This tax, the rate of which may be reduced by the terms o...
Retail Ventures, Inc., (RVI), is a holding company whose principal asset is 62 percent of the stock of an operating company, DSW Inc., (DSW). In light of the fact t...
CenturyLink, (CTL), and Qwest Communications International, Inc., (Q), announced that their respective boards have approved a definitive merger agreement pursuant t...
Mirant Corporation, MIR, and RRI Energy, Inc., RRI, announced that they have entered into a definitive agreement to create GenOn Energy. The transactionwill b...
SandRidge Energy, Inc., (SD), and Arena Resources, Inc., (ARD), announced that they have entered into a definitive merger agreement under which ARD's shareholders w...
In many leveraged buyouts (LBOs), a holding company is formed by the "sponsors" of the LBOto acquire the stock of one or more operating companies. T...
It is axiomatic that expenses incurred in connection with a reorganization are non-deductible capital expenditures. Can these capitalized expenditures ever give ris...
Where a loss corporation undergoes an ownership change, within the meaning of Sec. 382(g), limits are imposed on the amount of taxable income for any taxable year end...
P Corporation, (P), owned100 percentof the stock of S1 Corporation, (S1), and S2 Corporation, (S2), and owned all of the membership interests in LLC, an...
MSCI, Inc., (MXB), and RiskMetrics Group, Inc., (RISK), announced that they have entered into a definitive merger agreement whereby MXB will acquire RISK "in a...
Insilco Corporation, (IC), owned 66 percent of the stock of Times Fiber Communication, Inc., (TFC), and the public owned the balance of such stock. Pursuant to an i...
10. An increase in the conversion ratio of convertible debt (or convertible preferred stock) does not have immediate tax consequences.
In fact, such an increase is...
S1 Corporation, (S1), a foreign corporation,was owned by Shareholders 1, 2, and 3. In addition, these sameindividuals owned all of the stock of Corporat...
Schlumberger, Ltd. (SLB) and Smith International, Inc. (SII) announced a merger agreement in which the shareholders of SII will, in exchange for each SII share, rec...
LTR 201004001, October 22, 2009, appears to address the tax consequences of Liberty Media's split-off of Liberty Entertainment, Inc.; the latter's merger with Direc...
The taxpayer, (TP), a domestic corporation, in connection with the exploration of its strategic alternatives,hired each ofCorporation X, (X), and Invest...
Where a corporation's principal asset is stock in another corporation, and the corporation determines that such stock should properlyreside with its sharehold...
Shiseido Co. Ltd. (P), through a U.S. affiliate, is offering to purchase the stock of Bare Escentuals, Inc. (BE) for $18.20 per share in cash. Once the tender offer...
Company, (C), a closely-heldState X corporation, has two classes of common stock outstanding; Class A common stockand Class B common stock. The classes ar...
P Corporation (P) owned all of the stock of H Corporation (H). H, in turn, owned all of the stock of S1 Corporation (S1) and S2 Corporation (S2). S1 was incorporate...
Kraft Foods (K) and Cadbury (C) have reached an agreement pursuant to which the former will acquire the stock of the latter in exchange for a combination of K commo...
Tyco International Ltd. (TYC) and Brink's Home Security Holdings, Inc. (CFL) announced an agreement pursuant to which CFL will be merged with and into a newly-creat...
The State of Pennsylvania imposes a so-called"Shares Tax" on the taxable amount of a banking institution's shares of capital stock. The tax is based...
In connection with the merger of Marvel Entertainment (MVL) with and into Disney (DIS), the MVL shareholders will receive, in exchange for each MVL share, $30.00 in...
Not unexpectedly, Novartis A.G. (NVS) announced its intention to acquire full ownership of Alcon, Inc. (ACL) in a two-step transaction. The first step will see NVS...
Kraft Foods, Inc. (KFT) is offering to acquire all of the "ordinary" shares of Cadbury, plc (C), including those ordinary shares represented by ADSs. (Eac...
Berkshire Hathaway, Inc. (BHI), in connection with its planned acquisition of Burlington Northern Santa Fe Corporation (BNSF), has filed a preliminary proxy stateme...
November 24, 2009 - Volume 3 Issue 229Print Report
Berkshire Hathaway, Inc. (BHI) currentlyowns approximately 22 percent of the stock of the stock of Burlington Northern Sante Fe Corporation (BNSF). The compan...
People's United Financial, Inc. (PBCT), the holding company for People's United Bank, hasannounced a definitive agreement to acquire Financial Federal Corpora...
November 20, 2009 - Volume 3 Issue 227Print Report
In Rev. Rul. 90-95, 1990-2 C.B. 67, P Corporation (P) formed S Corporation (S) and the latter merged with and into unrelated T Corporation (T). In the merger, the s...
Peet's Coffee & Tea, Inc. (PEET) is in the process of acquiring Diedrich Coffee, Inc. (DDRX) in a two-step transaction that entails a tender offer, launched on...
Itseems clear that the acquisition of Burlington Northern Santa Fe Corporation (BNI) by Berkshire Hathaway, Inc. (BRK) will be structured as a forward merger....
Invesco, Ltd. (I), a Bermuda corporation, has entered into an agreement to acquire the "Van Kampen" businesses from Morgan Stanley, Inc. (MS). The conside...
The ruling the I.R.S. issued to Liberty Media, with respect to its split-off of Liberty Entertainment, Inc. (LEI), will not be published for public consumption unti...
Equinix, Inc. (EQIX) and Switch & Data Facilities Company, Inc. (SDXC) have entered into a definitive agreement for EQIX to acquireSDXC for a combination...
In Santa Fe Pacific Gold Co. v. Commissioner , 132 T.C. No. 12 (2009), the issue was whether Santa Fe (SF)was entitled to a deduction for a payment ma...
On March 12, 1958, Mr. Bateman (B) owned 7,350 shares of WP Corporation (WP). On that day, WP wasmerged with and into SG Corporation (SG). The "two party...
A taxpayer owns stock in a companywhich has agreed to be acquired by another company. The taxpayer's basis in the stock, which has been held for more than one...
Liberty Media (LM) released proxy materials regarding the split-off of Liberty Entertainment, Inc. (LEI) and the second-step business combination involving LEI and...
Xerox, (X),to the surprise of many observers, announced an agreement pursuant to which it will acquire Affiliated Computer Services (ACS) in exchange for a co...
September 11, 2009 - Volume 3 Issue 178Print Report
Sometimes, as a matter of principle, the I.R.S. will turn its back on tax revenue that is there for the taking. It will do this in cases where it perceives that suc...
Baker Hughes, Inc. (BHI) and BJ Services Company (BJS), BHI's former subsidiary, have announced a definitive merger agreement in connection with which BJS will be m...
September 2, 2009 - Volume 3 Issue 172Print Report
LTR 200913008, December 15, 2008, appears to be the ruling the I.R.S. issued to Grey Wolf International, Inc. (GW) with respect to its acquisition by Precision Drilli...
If a distribution by a corporation to its shareholders qualifies as a distribution in partial liquidation, the distribution is treated as "in part or full paymen...
D Corporation, (D),a publicly-traded corporation, was engaged, through its subsidiaries, in Business A and Business B; the latter appears to be a real-estate...
Pepsico, Inc. (PEP) has reached an agreement to acquire both Pepsi Bottling Group, Inc. and PepsiAmericas, Inc. (BG). The transaction is conditioned on, among many...
H Corporation (H) merged with and into newly-formedL Corporation (L). L will operate exclusively for charitable and educational purposes and was incorporated...
Prior to Date 1, T Corporation (T) had two classes of stock outstanding; convertible preferred stock and common stock. During Date 1 and Date 2, A Corporation (A) p...
T Corporation (T), a publicly-traded corporation, owned all of the stock of TS1, engaged in business A, and TS2, engaged in business B. T's principal asset was a bl...
It appears that the Schering-Plough/Merck business combination will be closing on schedule. The structure of the deal is unusual because the parties were attempting...
47 percent of the stock of F Corporation (F) was owned by E Corporation (E), Mr. G (G), and Mr. D (D). In March, 1978, in recognition of the risks assumed by D, G,...
During the 1980s, many deals were financed, at least in part, with "deferred interest" debt securities. Under the original issue discount (OID) rules, how...
Where a loss corporation undergoes an ownership change , the amount of taxable income for any taxable year ending after the date of the ownership change whi...
Many important tax determinations are premised on the issue ofwhether a particular quantity constitutes a "substantial part or portion" of the whole...
HLTH Corporation (HLTH) and WebMD Health Corporation (WBMD) have revived their off-again on-again proposal to combine. Thus, HLTH announced that it will be merging...
Ramius LLC (R) and Cowen Group, Inc. (COWN) announced, on June 4, 2009,that they have signed an agreement to create a diversified financial services company w...
In order for a merger to qualify as a tax-free reorganization, under Sec. 368(a)(1)(A), it must meet not only the terms of the specifications (the merger must be a...
LTR 200905018, October 21, 2008, describes a split-off which features an inordinate number of "moving parts" and demonstrates how preliminary steps, under...
The proxy statement issued withrespect to the historic combination of Merck & Co., Inc. (MRK) and Schering-Plough, Inc. (SGP) confirms what we had suspected;&nb...
On May 20, 2009, Data Domain, Inc. (DD) and NetApp, Inc. (NA) entered into an Agreement and Plan of Merger the structure of which is somewhat unusual. Thus, NA will...
Verizon Communications, Inc. (VZ) recently announced a transaction with which it has more than a passing familiarity; a "reverse Morris Trust" transaction...
For a split-off to be tax-free (at the distributing corporation level), it must meet all of the requirements imposed by Sec. 355 of the tax code and, in addition, i...
Where a transaction qualifies as a reorganization , the shareholders of the acquired corporation can exchange their stock for stock in the acquiring corporati...
Liberty Entertainment, Inc. (LEI) and DIRECTV (DTVG) have entered into a definitive agreement for a business combination that will beundertaken immediately af...
In some cases, in connection with an acquisition, the parties are simplyunable to agree on the value of the acquired corporation. The gap, in these instances,...
Wells Fargo & Co. (WFC), in the course of reporting its first quarter earnings, devoted an entire section of its press release to the vagaries of SOP 03-3, a pr...
Wells Fargo & Company (WFC) hasreported, by any standard,impressive first quarter earnings. Moreover, its financial position appears to be quite sou...
PepsiCo (PEP) has proposed to acquire all of the outstanding shares of common stock it does not already own in its two largest "anchor" bottlers, The Peps...
During the conference call in which the Pulte Homes (P)/Centex Corp. (C) merger was announced, the noted housing analyst, Ivy Zelman, posed the following question--...
Express Scripts, Inc. (ESRX) and WellPoint, Inc. (WLP) announced that they have signed a definitive agreement under which ESRX will acquire WLP's "NextRX subsi...
Pulte Homes, Inc. (PHM) and Centex Corp. (CTX) announced, today, that their boards of directors have approved a definitive merger agreement "under which PHM an...
In the current environment corporations may find it prudent tohusband their cash reserves bycurtailing or reducing their dividend payments and postponin...
Recently, Metavante Technologies, Inc. (M) entered into a plan and agreement with Fidelity National Information Services, Inc. (F) in connection with which the form...
Agrium, Inc. (AGU), a Canadian corporation, is attempting to acquire CF Industries Holdings, Inc. (CF) which is, itself,seeking to acquire Terra Industries. A...
Suncor Energy, Inc. (SU) and Petro-Canada (PCZ) have agreed to merge. The merger will be effected pursuant to a "Plan of Arrangement" under the Canadian B...
Mutual organizations are owned by their members. Typically, such membersoccupy a dual relationship to the organization: as members they have proprietary inter...
Mr. Katz owned all of the stock of ELA, a company that he hadfounded and that grew to be very successful in a brief period of time. He entered into a plan and...
Sec. 483 of the Internal Revenue Code applies to a contract for the sale or exchange of property if the contract (i) provides for one or more payments due more than...
Several of the corporations that accomplished, in the late 1990s and early 2000s, "inversion" transactions, have now decided that, in order to make their...
CF Industries, Inc. (CF) recently announced that it will take its exchange offer directly to the shareholders of Terra Industries, Inc. (T) in light of the fact tha...
In some cases, a corporation which is both created and extinguished in an integrated transaction will be, for tax purposes, disregarded. Thus, a reverse triangular...
Dow Jones recently reported that a group of telecommunications companies "is seeking to loosen tax rules to allow them to raise equity capital without eroding...
Sequenom, Inc.(S) is proposing to acquire all of the stock of EXACT Sciences Corp. (E) through a two-step process embodying both a tender offer and a&qu...
The merger agreement filed by Pfizer, Inc. (PFE) with respect to the Wyeth (WYE)deal indicates that the transaction will be structured as a "reverse triangular merger". Thus, PFE...
In order for a forwardmerger (one in which the acquiring corporation is the surviving corporation)to qualify as a reorganization both "the terms of t...
In the case of a business combination effected wholly, or at least primarily,through an exchange of equity interests--like the one recently announced by Centu...
December 16, 2008 - Volume 2 Issue 333Print Report
Liberty Media Corporation (L) recently announced that its board of directors has authorized a plan to distribute to the holders of its Liberty Entertainment group t...
Grey Wolf International, Inc. (GW) is scheduled to merge, later this month, with and into a controlled subsidiary of Precision Drilling Trust (PDS)for a combination of cash and...
November 28, 2008 - Volume 2 Issue 318Print Report
Sec. 336(e) was enacted some 22 years ago, in The Tax Reform Act of 1986 (P.L. 99-514), in connection with the repeal, in that Act, of the so-called"Gene...
November 24, 2008 - Volume 2 Issue 315Print Report
Where a domestic corporation acquires the properties of another domestic corporation in a transactionwhich qualifies as a reorganization--for example, in...
November 13, 2008 - Volume 2 Issue 308Print Report
Exelon Corp. (EXC) recently announced thatit will launch, through a newly-created subsidiary (EX), an exchange offer for all of the outstanding shares of NRG...
November 12, 2008 - Volume 2 Issue 307Print Report
HLTH Corp. recently announced a massive stock buyback as an alternative to, and in lieu of, its planned merger, subsequently cancelled, with its 84 percent owned subsidia...
The S-4 recently filed by Wells Fargo (WFC) in connection with its acquisition of Wachovia (WB) reveals a change in the structure of the business combination. Originally,...
Bank of America (BAC) has gone to some lengths to insure that its pending acquisition of Merrill Lynch (MER) will constitute a tax-free reorganization. However, if...
The PNC Financial Services Group, Inc. (PNC) and National City Corp. (NCC) signed a definitive merger agreement for PNC to acquire NCC for some $2.23/share. NCC sha...
Merger arbitrage, in the best of times,is a difficult business. Successful practitioners of this craft must be able to predict the likely outcome of a propose...
Invitrogen Corp. (IVGN) and Applied Biosystems, Inc. (ABI) announced, on October 15, 2008,an amendment to their pending merger agreement. Under the prior term...
The merger agreement,pursuant to the terms ofwhich Wachovia Corp. (WB) will be acquired by Wells Fargo & Co. (WFC), reveals some interesting informa...
September 26, 2008 - Volume 2 Issue 270Print Report
In contrast to the manner in which the JP Morgan Chase/Bear Stearns deal was carried out, the acquisition by Bank of America (BAC) of Merrill Lynch (MER) is intende...
September 19, 2008 - Volume 2 Issue 265Print Report
What, if any, tax rules operate to discourage a spin-off which closely follows an acquisition of the distributing corporation's stock? The onepotential impedi...
September 15, 2008 - Volume 2 Issue 261Print Report
Discovery Holding Company (DHC) was, several years ago, spun-off from Liberty Media. DHC is now undertaking its own spin-off in conjunction with a series of re-stru...
September 3, 2008 - Volume 2 Issue 252Print Report
Allscripts Healthcare Solutions, Inc. (A) is inching closer towards completing its transformative deal with Misys plc (M). On September 22, 2008, the Ashareho...
Sec. 162(a) of the Internal Revenue Code provides that there shall be allowed as a deduction all of the "ordinary and necessary" expenses paid or incurred durin...
Teva Pharmaceutical Industries, Ltd. (T) and Barr Pharamceuticals, Inc. (B) have entered into a definitive agreement pursuant to which T, a foreign corporation, will acqu...
The merger of NYMEX with and into a subsidiary of CME, a transaction intended to qualify as a reorganization under Sec. 368(a)(1)(A), has run into some turbulence fr...
Recently, the boards of directorsof Ashland, Inc. (A) and Hercules, Inc. (H) reached an agreement with respect to a transaction in which A would acquire all of the...
Potlatch Corporation (PCH), a real estate investment trust (REIT), recently announced that its Board of Directors had approved a plan pursuant to which PCH will spi...
LTR 200830009, April 11, 2008 considers certain tax consequences associated with a "typical" private equity transaction. The conclusions the ruling reache...
The acquisition of Countrywide (C) by Bank of America Corp.(B) was recently completed and preliminary details regarding the accounting for this transaction--w...
On July 16, 2008, Cleveland-Cliffs, Inc. (CLF) and Alpha Natural Resources, Inc. (ANR) announced that each suchentity's board of directors had approved a defi...
When a corporation sells assets to another corporation, it is often a matter of indifference to the seller whether, in cases where the deal has to be financed, it receive...
The Wall Street Journal for July 10, 2008 ran an article in its regular Breaking Views column regarding an interesting, tax-oriented, aspect of the pote...
On June 24, 2008, Eastman Kodak Company (EK) announced that its Board of Directors had authorized a stock repurchase program totaling as much as $1 billion of the company...
Digimarc Corporation (D) is engaged in two businesses; the "secure ID" business and the "digital watermarking" business. L-1 Identity Solutions, Inc....
Kraft Foods, Inc. (K) will be divesting its Post Cereals business (P) in a tax-efficient manner. In fact, Kshould be able to retire an amount of itsstock (uti...
Willis Group Holdings Limited (W) and Hilb Rogal & Hobbs (H) recently announced a transaction in which H will be absorbed by W in a transaction that will be structure...
The acquisition of a Real Investment Trust (REIT) almost always takes the form of an asset acquisition. This format enables the buyer to secure a "cost basis" i...
Applera Corp. (A) and Invitrogen Corp. (I) have announced a business combination in which A will be merged with and into a LLC created by I for purposes of the transaction....
Many private equity (PE) enterprises in possession, on behalf of their clients, of a stable of portfolio companies, may find that one or more these investments have not &...
O'Reilly Automotive, Inc. (O) and CSK Auto Corporation (C) are taking steps to implement the merger agreement the parties entered intoon April, 1, 2008. The transac...
For the second time in the past six years, theProcter & Gamble Company(PG) and theJ. M. Smucker Company (SJM) will be collaborating on a tax-efficient...
Smith International, Inc. (SII) and W-H Energy Services, Inc. (WHQ) recently announced a "strategic combination" that will be structured as a "forward"...
MetLife, Inc. (M) presently owns 51.8 percent of the outstanding common stock of Reinsurance Group of America, Inc. (R). Some 3,000,000 shares of R were purchased by M in...
Clear Channel Communications, Inc. (CCU) recently announced that the company, the sponsors of its long-running LBO, and the financiers of such LBO, had entered into a settl...
Where the assets or stock acquired in a potentialreorganizationaretransferred shortly after the reorganization, the issue arises whether such transfer w...
In order for a merger, or any other "acquisitive" transaction for that matter, to qualify as a tax-free reorganization, both the terms of the specifications (fo...
A corporation's acquisition of the stock of another corporation can qualify as a reorganization under Sec. 368(a)(1)(B) if the stock is acquired in exchange solely for th...
Clearwire Corporation (C) and Sprint Nextel Corporation (S) announced, recently, that they have entered into a definitive agreement to combine their "next generation...
Sprint Corporation (S) isin the process of evaluatingits options with respect to Nextel Communications (N), its wholly-owned subsidiary, and, apparently, ...
Elections under Sec. 338(h)(10) are frequently made. They are ordinarilybeneficial because the election provides a buyer of corporate stock with acost basis i...
On April 30, 2008, Genesco, Inc.(GCO) announced that its Board of Directors had declared a dividend on its common stock in order to distribute 6,518,971 shares of C...
Sec. 2001 of the Internal Revenue Code imposes a tax on the transfer of the taxable estate of every decedent who is a citizen or resident of the United States. For this p...
Cypress Semiconductor Corp. (CY) currently owns some 44.5 million Class B common shares of SunPower Corp. (S). The Class A common stock of S is widely-held and publicly-t...
Delta Air Lines, Inc. (D) and Northwest Airlines Corp. (N) haveannounced that they have entered into a merger agreement pursuant to which D will be the issuing corpor...
Quanex Corporation (NX) recently announced that its Board of Directors has set April 23, 2008 as both the record date and distribution date for the previously-announced s...
The S-4 regarding the business combination to be executed by JP Morgan Chase, Inc.(JPM) and Bear Stearns Companies (BSC) was filed with the S.E.C. on Friday, April...
Washington Mutual, Inc. (WM) recentlyannounced that it has entered into definitive agreements to raise an aggregate $7 billion through a direct sale of "equity...
On March 17, 2008, NYMEX Holdings, Inc. (NMX), entered into an agreement and plan of merger with CME Group, Inc. (CME) pursuant to which NMX will be merged with and into a...
Apurchasing corporation'sobjective, in the case of a taxable acquisition of another corporation, is (at least from a tax point of view) to secure a cost b...
It seems abundantly clear that, given the precipitous decline in the price of the stock, most shareholders of The Bear Stearns Companies, Inc. (BSC)are "sittin...
The proposed transaction, althoughat this point we are still in the dark regarding the structure to be employed, in which JPM will be acquiring BSC, will most likel...
On March 18, 2008 Allscripts (A) and Misys Plc (M) announced that they had inked a definitive merger agreement. The agreement envisions a multi-step transaction in which...
Even assuming that the reported book value (some $84/share) of The Bear Stearns Companies (BSC)is overstated because substantial asset write-downs have yet to be in...
Congress has always shown a keen interest in preventing what it has referred to, pejoratively, as "trafficking" in Net Operating Losses (NOLs). Accordingl...
Included in the package of securities that Ambac Financial Group, Inc. recentlyissued to shore up its depleted capital basewas, in addition to its common stoc...
Genesco, Inc. (G) has entered into a settlement agreement with Finish Line, Inc.(FL; itserstwhile merger partner) and with UBS Securities LLC (UBS; the...
Even where a spin-off (or split-off) meets each of the "base" requirements of Sec. 355, things can still go awry if the distribution is made, in substantial part,...
Many hurdles will have to be overcome before a business combination of Delta AirLines, Inc.(D) and Northwest Airlines Corp. (N)can be undertaken. Apparently,...
Certain limits are imposed on a non-corporate taxpayer's ability to deduct interest expense. Thus, such a taxpayer is not entitled to a tax deduction for personal int...
We now know that the deal in which Inverness Medical Innovations, Inc. (I)will be acquiring Matria Healthcare, Inc. (M) is intended to qualify as a tax-free reorganiz...
One of the failings. in the view of many observers, of our tax system, in addition to its mind-numbing complexity, is the fact that, in many cases, the manner in which a...
The ground-breaking Clear Channel Communications (CCU) buy-out is finallynearing completion. On February 13, 2008the last regulatory hurdle was cleared as the...
The information contained in the press release describing the merger agreement entered into by Inverness Medical Innovations, Inc. and Matria Healthcare, Inc. was, as it...
The press release describing Microsoft's (MSFT) stunning proposal to the Board of Directors of Yahoo! (YHOO) "to acquire all the outstanding shares of YHOO common st...
Inverness Medical Innovations (IMA) and Matria Healthcare, Inc. (MATR) announced, onJanuary 28, 2007, that they have entered into a definitive agreement pursuant to w...
Where mutual organizations--those entitiesthat are owned by their "members"; the policyholders in the case of a mutual insurance company and the share acc...
Cypress Semiconductor Corp. (CY) owns all of the Class B shares of SunPower Corp. (S). These shares represent approximately 90 percent of the total combined voting power...
The merger agreement, in connection with which Bank of America (BAC) and Countrywide Financial Corporation (CFC) will be combined, has been published and it reveals the format...
Perhaps the most difficult question tax advisers confront is the issue of when, if ever, a taxpayer who has scrupulously complied with the literal terms of a tax code provision...
Where distributions are made by an acquired corporation to its shareholders or by the acquiring corporation, following the business combination, to all of its shareholders, inc...
SonomaWest Holdings, Inc. (SWHI) is a corporation which, by its own admission, is in danger of becoming, within the meaning of the Investment Company Act of 1940, an "inad...
Ingersoll-Rand (IR) is an "inverted" corporation. Thus, the U.S. entity is a subsidiary of a Bermuda corporation the initial shareholders of which were th...
The accounting for business combinations has undergone some radical changes over the recent past. Thus, in 2001, The Financial Accounting Standards Board (FASB) decided t...
The ability to deduct costs incurred in connection with abandoned transactions depends, largely, upon whether the abandoned transaction and the transaction in which the taxpay...
Skyworks Solutions, Inc. ("SWKS"), and Qorvo, Inc., ("QRVO"), announced that they have entered into a definitive agreement to combine "in a cash and st...
On B, TP purchased all of the stock of T, a Federal Savings Bank. TP executed a Stipulation stating that it would cause the regulatory capital of T to be maintained at the leve...
The Landowners own two adjacent tracts of real property in Roberts County, South Dakota. One consists of approximately 107.87 acres, and the other approximately 48.7 acres.&nbs...
By deed of trust dated December 31, 1935, SMS settled a trust for Decedent's primary benefit, (the "1935 Trust"). The 1935 Trust directed that, at Decedent's...
