1. 1 Types of Acquisitive Reorganizations

2. 2 Type A reorganizations - statutory mergers and consolidations, forward and reverse triangular mergers Type B reorganizations - stock for stock exchanges Type C reorganizations - exchanges of stock for assets Section 351 transactions

3. 3 Type A Reorganizations Must meet requirements of state law –Typically requires approval of shareholders of both target and acquirer Merger: target is liquidated into the acquiring corporation; target shareholders receive acquiring corporation stock Consolidation: target and acquirer combine to form new legal entity whose stock is issued to both shareholder groups

4. 4 Type A Reorganizations continued Forward triangular merger: Acquirer forms a new subsidiary into which target is merged, then sub may be liquidated into acquirer Reverse triangular merger: Acquirer forms a new subsidiary which merges into target, with target as the surviving entity

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