Will Form 1120 C Markets 2023-2024

In this video, we're going to talk about Taipei tax-free reorganizations. So, first, we're going to talk about the structure of Taipei reorganizations. Then, I'm going to talk about the rules that are required to qualify for a Taipei reorganization. And then, we're gonna close with an example. First off, Taipei could be either a merger or consolidation. Technically, there could also be a type A reorganization with what's called a forward triangular merger or a reverse triangle. However, we're not going to talk about that in this video. We're just going to focus on two mergers and consolidations. With a merger, you have the purchasing Corporation acquiring the target. The target is merging into and becoming part of the purchaser, eliminating the target entity. All the assets and liabilities are consumed and become part of the purchaser. So, there will be one entity after the merger. On the other hand, with consolidation, you have a purchaser and a target. They create a new company called company three. Both the purchaser and the target become part of this new company, company three. So you have mergers and consolidations as two types of reorganizations. However, the rules for a type A reorganization can be a little restrictive. One reason is that you have to follow the state's merger and consolidation laws. This means that in many states, you need a two-thirds approval from the shareholders to proceed with the deal. If you can't get two-thirds approval, the deal could be blocked. Despite these restrictions, type A reorganizations offer flexibility in terms of consideration given. When determining what to pay for the target, the purchasing company can be flexible with the voting stock. At least 40% of the consideration being given must be in voting stock. This ensures continuity of interest for the target's shareholders in...