Asset Acquisition: Acquiring purchases all or substantially all assets of Target shareholder A shareholder B shareholder C shareholder D Lender $$$ Board of Directors Board of Directors $$$ Acquiring corp. Target corp. assets Board and shareholder approval of Target Board (and maybe shareholder) approval of Acquiring assets of Target sold for $$$

use Newco subsidiary to acquire assets of Target Asset Acquisition: Acquiring purchases all or substantially all assets of Target shareholder A shareholder B shareholder C shareholder D Board of Directors Board of Directors Acquiring corp. $$$ Target corp. Newco assets Alternate: use Newco subsidiary to acquire assets of Target

Stock Purchase: Target becomes subsidiary of Acquiring shareholder A shareholder B shareholder C shareholder D stock Board of Directors Board of Directors $$$ Acquiring corp. Target corp. Step #1: Acquiring buys stock of Target from shareholders

Stock Purchase: Target becomes Subsidiary of Acquiring shareholder A shareholder B former T shareholder C $$$ former T shareholder D $$$ Board of Directors Acquiring corp. Target Step #2: Target becomes subsidiary of Acquiring

Share Exchange: Acquiring buys Target with its stock shareholder A shareholder B shareholder C shareholder D Board of Directors Board of Directors Acquiring corp. Target corp. Step #1: Board and shareholder approval of Target Board (and maybe shareholder) approval of Acquiring

Share Exchange: Acquiring buys Target with its stock shareholder A shareholder B shareholder C shareholder D shares of Acquiring Board of Directors Board of Directors shares of Target Acquiring corp. Target corp. Step #2: Shareholders of Target exchange their shares of Target for shares of Acquiring Acquiring owns Target shares

Stock Exchange: Acquiring buys Target with its stock shareholder A shareholder B shareholder C shareholder D Board of Directors Acquiring corp. Board Step #3: former shareholders of Target now own shares of Acquiring Target becomes subsidiary of Acquiring Target corp.

Corporate Merger: Target into Acquiring shareholder A shareholder B shareholder C shareholder D Board of Directors Board of Directors Acquiring corp. Target corp. Step #1: Board and shareholder approval of Target Board (and maybe shareholder) approval of Acquiring

Corporate Merger: Target into Acquiring shareholder A shareholder B shareholder C shareholder D $$$ Board of Directors assets & debts Acquiring corp. Target corp. Step #2: Target merges into Acquiring under Corp. statute Shareholders of Target get cash for shares of Target

Corporate Merger: Target into Acquiring shareholder A shareholder B former T shareholder C $$$ former T shareholder D $$$ Board of Directors Acquiring corp.: owns assets & debts of Target Step #3: shareholders of Target cashed out Acquiring takes assets & debts (and tax attributes) of Target

Corporate Merger: Target into Acquisition Subsidiary shareholder A shareholder B shareholder C shareholder D Board of Directors $$$ Acquiring corp. assets & debts Newco: acquisition sub. Target corp. Alternate Step #2: Target merges into Newco acquisition sub Shareholders of Target get cash for shares of Target

Corporate Merger: Target into Acquisition Subsidiary shareholder A shareholder B former T shareholder C $$$ former T shareholder D $$$ Board of Directors Acquiring corp. Newco: acquisition sub. owns assets & debts of Target Alternate Step #3: Newco acquisition Sub owns assets of Target old shareholders of Target cashed out

Statutory Merger (“short-form” merger) shareholder shareholder Step #1: Parent own 90% or more of Subsidiary Board of parent approves merger of Sub into Parent approval of Board & Shareholders of Sub not required minority shareholders cashed out have (dissenters’) appraisal rights Parent Board of Directors $$$ minority shareholders 90% or > 10% or less subsidiary Board of Directors

Statutory Merger (“short-form” merger) shareholder shareholder Step #2: Sub merged into Parent Parent acquires assets and debts of former Sub Parent Board of Directors former shareholders $$$ sub merged into parent subsidiary

Statutory Merger (“short-form” merger) shareholder shareholder Step #3: Parent owns assets and debts of former Sub Parent: with assets & debts of former Sub Board of Directors

Consolidation Corporation 2: Corporation 1 business B business A shareholders shareholders Board of Directors Board of Directors Corporation 2: business B Corporation 1 business A

Consolidation Corporation 2: Corporation 1 business B business A shareholders shareholders Board of Directors Board of Directors Corporation 2: business B Corporation 1 business A New Corporation

Consolidation Corporation 2: Corporation 1: businessB business A shareholders shareholders Board of Directors Board of Directors Corporation 2: businessB Corporation 1: business A merger merger New Corporation

Consolidation New Corporation: business A business B shareholders Board of Directors New Corporation: business A business B

Divisive Reorganization: Spin-Off shareholder A shareholder B Board of Directors Corporation: Business X Business Y

Divisive Reorganization: Spin-Off shareholder A shareholder B Corporation Newco 1: Business X Newco 2: Business Y Step #1: drop businesses X and Y into new subsidiaries

Divisive Reorganization: Spin-Off shareholder A shareholder B distribute shares Corporation Newco 1: Business X Newco 2: Business Y Step #2: distribute shares of Newco to shareholders of Corporation

Divisive Reorganization: Spin-Off shareholder A shareholder B Newco 1: Business X Newco 2: Business Y Step #3: A and B own shares of both Newco 1 and Newco 2

Foreign Corporation with U.S. Subsidiary shareholder shareholder shareholder shareholder Foreign Corporation 100% U.S. subsidiary parent is foreign corporation subsidiary operates business in U.S.