Structure
A Reverse Morris Trust is used when a parent company has a subsidiary (sub-company) that it wants to sell in a tax-efficient manner. The parent company completes a spin-off of a subsidiary to the parent company's shareholders. Under Internal Revenue Code section 355, this could be tax-free if certain criteria are met. The former subsidiary (now owned by the parent company's shareholders, but separate from the parent company) then merges with a target company to create a merged company. Under Internal Revenue Code section 368 (a)(1)(A), this could be largely tax-free if the former subsidiary is considered the "buyer" of the target company. The former subsidiary is the "buyer" if its shareholders (also the original parent company's shareholders) own more than 50% of the merged company. Thus, the former subsidiary will usually have a bigger market capitalization than the target company. The target company's managers generally run the merged company.
Read more about this topic: Reverse Morris Trust
Famous quotes containing the word structure:
“Man is more disposed to domination than freedom; and a structure of dominion not only gladdens the eye of the master who rears and protects it, but even its servants are uplifted by the thought that they are members of a whole, which rises high above the life and strength of single generations.”
—Karl Wilhelm Von Humboldt (1767–1835)
“The verbal poetical texture of Shakespeare is the greatest the world has known, and is immensely superior to the structure of his plays as plays. With Shakespeare it is the metaphor that is the thing, not the play.”
—Vladimir Nabokov (1899–1977)
“Women over fifty already form one of the largest groups in the population structure of the western world. As long as they like themselves, they will not be an oppressed minority. In order to like themselves they must reject trivialization by others of who and what they are. A grown woman should not have to masquerade as a girl in order to remain in the land of the living.”
—Germaine Greer (b. 1939)