Contents:
Definitions Frequently used in this Treatise, Corporate Expansion, Topics Covered, Importance of Legal and Tax Structure to the Economic Bargain and Four Basic Acquisition Structures and their Tax Ramifications;
Taxable Purchase of T's Stock and Taxable Reverse Subsidiary Merger;
Taxable Purchase of T's Assets and Taxable Forward Merger;
Taxable Acquisitions: Acquisition Expenses, Stepped-Up Basis Allocation, Intangibles Amortization, Non-Compete Covenant, Tax Receivable Agreement, Etc;
Unwanted Assets;
Tax-Free Reorganization Basic Principles;
"Solely for Voting Stock" Reorganizations;
Reorganizations not "Solely for Voting Stock;
Code 351 Acquisitions and Dispositions;
Tax-Free Spin-Offs;
Taxable and Tax-Free S Corp Acquisitions;
Acquiring or Restructuring Distressed Company, Including Debt Cancellation Income and NOLs;
Tax Aspects of LBO Financing-Debt and Preferred Stock;
Tax Aspects of LBO Structuring;
Management Compensation;
Acquisitions and Dispositions Using Partnership, LLC, or REIT;
SEC, State Entity Law, ERISA Group Liability, ACCTG, Fraudulent Conveyance, Antitrust Reporting, and Other Non-Tax Issues in Taxable and Tax-Free Acquisitions;
Introduction to and Explanation of Sample Acquisition Agreements;
Taxable Purchase of Stock;
Taxable Purchases of Assets;
Taxable Purchase of Divisional Business;
Taxable Reverse Subsidiary Merger;
Tax-Free Mergers;
Sample Acquisition Agreements Finding Devic;
Table of Authorities;
Index.