Introduction to Taxation of Corporate Acquisitions
This introduction to the basic principles of United
States
federal income taxation of corporate acquisitions is part of the Pillsbury
Winthrop Shaw Pittman LLP Tax
Page, a World Wide Web demonstration project.
Comments are welcome
on the design or content of this material. For further information,
please contact Brian Wainwright,
a tax partner in our Palo Alto office.
The information presented is only of a general
nature,
intended simply as background material, is current only as of
the latest revision date, October 15, 2007,
omits many details and special rules and cannot be regarded as
legal or tax advice.
Certain Background Tax Principles
- General Utilities
Step Transactions
Court Holding Co.
Tax-Free Acquisitions: The Reorganization Provisions
-
Requirements and Concepts Applicable to
Reorganizations Generally
Forms of Reorganization
Each of the following links is followed in brackets by
the total approximate size (bytes) of the transaction diagrams contained
in the linked document.
- Mergers: A Reorganizations
[10.5K]
Forward Triangular Mergers: (a)(2)(D)
Reorganizations [14.5K]
Reverse Triangular Mergers: (a)(2)(E)
Reorganizations [14.9K]
Stock for Stock Exchanges: B and
Triangular
B Reorganizations [28.4K]
Stock for Asset Exchanges: C and
Triangular
C Reorganizations [37.5K]
Consequences of Reorganization Treatment
- Target Corporation Shareholders
and Other Interest Holders
Participating
Corporations
International Aspects of Reorganizations
Failed Reorganizations
Taxable Acquisitions
- Asset Purchases
Stock Acquisitions
Net Operating Loss Carryovers
- Changes of Ownership under
I.R.C. § 382
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