Monthly Archives: August 2020

Business Asset Sale Not a C Reorg Because No Seller Continuity of Interest in Buyer

M&A Tax Stories August 31, 2020 Introduction A company and its owners may avoid federal corporate income taxation on its gain from the sale of the assets of the business if the seller receives buyer voting stock from the buyer

Posted in C Reorganization, tax deferred reorganization Tagged with:

Seller Retention of Receivables in Asset Sale Blows C Reorganization

M&A Tax Stories August 26, 2020 Introduction Taxes can be a major transaction cost when selling a business, especially federal income taxes. One exit plan structure for an owner of a company operating as a corporation is a C Reorganization.

Posted in C Reorganization, substantially all assets, tax deferred reorganization Tagged with: , , ,

Business Seller Fights Through a Jury Trial and an Appeal to Enforce Oral Side Deal

August 12, 2020 Introduction Sometimes the parties to an M&A transaction want to leave certain agreed terms out the written agreements to avoid adverse tax consequences. These additional terms are made in the form of a handshake: an oral side

Posted in 351 M&A transactions, boot, handshake redemption obligation, integration clause, nonqualified preferred stock, parol evidence rule Tagged with: ,

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