Pillsbury Winthrop Shaw Pittman
LLP Tax Page [11K]




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.


Contents

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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