Asset Acquisition Acquiring purchases all or substantially all

Asset Acquisition: Acquiring purchases all or substantially all assets of Target shareholder A shareholder B shareholder C shareholder D Lender $$$ Board of Directors $$$ Acquiring corp. assets Target corp. § Board and shareholder approval of Target § Board (and maybe shareholder) approval of Acquiring § assets of Target sold for $$$

Asset Acquisition: Acquiring purchases all or substantially all assets of Target shareholder A shareholder B shareholder C shareholder D Board of Directors Acquiring corp. Newco $$$ Target corp. assets Alternate: § use Newco subsidiary to acquire assets of Target

Stock Purchase: Target becomes subsidiary of Acquiring shareholder A shareholder B shareholder C shareholder D stock Board of Directors $$$ Acquiring corp. Target corp. Step #1: § Acquiring buys stock of Target from shareholders

Stock Purchase: Target becomes Subsidiary of Acquiring shareholder A shareholder B former T shareholder C $$$ Board of Directors Acquiring corp. Target Step #2: § Target becomes subsidiary of Acquiring former T shareholder D $$$

Share Exchange: Acquiring buys Target with its stock shareholder A shareholder B Board of Directors Acquiring corp. shareholder C shareholder D Board of Directors Target corp. Step #1: § Board and shareholder approval of Target § Board (and maybe shareholder) approval of Acquiring

Share Exchange: Acquiring buys Target with its stock shareholder A shareholder B shareholder C shareholder D shares of Acquiring Board of Directors Acquiring corp. shares of Target Board of Directors Target corp. Step #2: § Shareholders of Target exchange their shares of Target for shares of Acquiring § Acquiring owns Target shares

Stock Exchange: Acquiring buys Target with its stock shareholder A shareholder B shareholder C shareholder D Board of Directors Acquiring corp. Board Target corp. Step #3: § former shareholders of Target now own shares of Acquiring § Target becomes subsidiary of Acquiring

Corporate Merger: Target into Acquiring shareholder A shareholder B Board of Directors Acquiring corp. shareholder C shareholder D Board of Directors Target corp. Step #1: § Board and shareholder approval of Target § Board (and maybe shareholder) approval of Acquiring

Corporate Merger: Target into Acquiring shareholder A shareholder B shareholder C shareholder D $$$ Board of Directors assets & debts Acquiring corp. Target corp. Step #2: § Target merges into Acquiring under Corp. statute § Shareholders of Target cash for shares of Target

Corporate Merger: Target into Acquiring shareholder A shareholder B former T shareholder C $$$ Board of Directors Acquiring corp. : owns assets & debts of Target Step #3: § shareholders of Target cashed out § Acquiring takes assets & debts (and tax attributes) of Target former T shareholder D $$$

Corporate Merger: Target into Acquisition Subsidiary shareholder A shareholder B Board of Directors shareholder C shareholder D $$$ Acquiring corp. Newco: acquisition sub. assets & debts Target corp. Alternate Step #2: § Target merges into Newco acquisition sub § Shareholders of Target cash for shares of Target

Corporate Merger: Target into Acquisition Subsidiary shareholder A shareholder B former T shareholder C $$$ Board of Directors Acquiring corp. Newco: acquisition sub. owns assets & debts of Target Alternate Step #3: § Newco acquisition Sub owns assets of Target § old shareholders of Target cashed out former T shareholder D $$$

Statutory Merger (“short-form” merger) shareholder Step #1: § Parent own 90% or more of Subsidiary § Board of parent approves merger of Sub into Parent § approval of Board & Shareholders of Sub not required § minority shareholders cashed out § have (dissenters’) appraisal rights Parent Board of Directors 90% or > subsidiary $$$ minority shareholders 10% or less Board of Directors

Statutory Merger (“short-form” merger) shareholder Step #2: § Sub merged into Parent § Parent acquires assets and debts of former Sub Board of Directors Parent sub merged into parent subsidiary former shareholders $$$

Statutory Merger (“short-form” merger) shareholder Step #3: § Parent owns assets and debts of former Sub Parent: with assets & debts of former Sub Board of Directors

Consolidation shareholders Board of Directors Corporation 1 business A Board of Directors Corporation 2: business B

Consolidation shareholders Board of Directors Corporation 2: business B Corporation 1 business A New Corporation

Consolidation shareholders Board of Directors Corporation 2: business. B Corporation 1: business A merger New Corporation

Consolidation shareholders Board of Directors New Corporation: business A business B

Divisive Reorganization: Spin-Off shareholder A shareholder B Board of Directors Corporation: Business X Business Y

Divisive Reorganization: Spin-Off shareholder A shareholder B Corporation: Business X 100% Newco: Business Y Step #1: § drop business Y into new subsidiary

Divisive Reorganization: Spin-Off shareholder A shareholder B distribute shares of Newco Corporation: Business X 100% Newco: Business Y Step #2: § distribute shares of Newco to shareholders of Corporation

Divisive Reorganization: Spin-Off shareholder A shareholder B Corporation: Newco: Business X Business Y Step #3: § A and B own shares of both Corporation and Newco

Divisive Reorganization: Split Off shareholder A shareholder B Corporation: Newco: Business X Business Y final result: § A owns Corporation; B owns Newco

Foreign Corporation with U. S. Subsidiary shareholder Foreign Corporation 100% U. S. subsidiary § parent is foreign corporation § subsidiary operates business in U. S. shareholder