1. Law 514 Corporations Instructor: Dwight Drake
Statutory A Reorg - Merger
T and B Merge
T Disappear
Target
Corp “T”
Buying
Corp “B”
State Law Merger
50% to 60% Boot
allowed
B Stock & Boot
Target
Shareholders
Buying
Shareholders
Law 514 Corporations Instructor: Dwight Drake
Copyright 2005 Dwight Drake. All Rights Reserved.
Business Planning: Closely Held Enterprises
www. drake-business-planning.com

2. Law 514 Corporations Instructor: Dwight Drake
Stock Swap B Reorg
T Become Sub of B
Target
Corp “T”
Buying
Corp “B”
T Become Sub of B
No Boot Allowed
B Stock
T Stock
Target
Shareholders
Buying
Shareholders
Law 514 Corporations Instructor: Dwight Drake
Copyright 2005 Dwight Drake. All Rights Reserved.
Business Planning: Closely Held Enterprises
www. drake-business-planning.com

3. Law 514 Corporations Instructor: Dwight Drake
Asset for Stock C Reorg
T Assets to B
Target
Corp “T”
Buying
Corp “B”
Boot allowed for liabilities assumed and other boot (at 20% max)
Substantially all assets (90% net FMV)
- Buyer’s stock distributed in liquidation as part of reorg.
B Stock & Boot
B Stock
& Boot
T Stock Cancelled
Target
Shareholders
Buying
Shareholders
Law 514 Corporations Instructor: Dwight Drake
Copyright 2005 Dwight Drake. All Rights Reserved.
Business Planning: Closely Held Enterprises
www. drake-business-planning.com

4. Law 514 Corporations Instructor: Dwight Drake
Forward Triangular Merger
Target
Corp “T”
Sub Corp
“S”
T and S Merge
T Disappear
S Stock
Token Assets
Buying
Corp “B”
B Stock & Boot
State Law Merger of
T and S
S survivor in merger
50% to 60% Boot
allowed
Target
Shareholders
Buying
Shareholders
Law 514 Corporations Instructor: Dwight Drake
Copyright 2005 Dwight Drake. All Rights Reserved.
Business Planning: Closely Held Enterprises
www. drake-business-planning.com

5. Law 514 Corporations Instructor: Dwight Drake
Reverse Triangular Merger
Target
Corp “T”
Sub Corp
“S”
T and S Merge
S Disappear
S Stock
Token Assets
Buying
Corp “B”
B Stock & Boot
State Law Merger of
T and S
T survivor in merger
20% Boot allowed
Target
Shareholders
Buying
Shareholders
Law 514 Corporations Instructor: Dwight Drake
Copyright 2005 Dwight Drake. All Rights Reserved.
Business Planning: Closely Held Enterprises
www. drake-business-planning.com

6. Acquisition Reorg Options
Statutory Merger – A Reorg
- Merger under state law
- 50% to 60% boot allowed
Stock Swap – B Reorg
- No boot allowed
Assets for Stock – C Reorg
- Boot allowed for liabilities assumed and other boot (at 20% max)
- Substantially all assets (90% net FMV)
- Buyer’s stock distributed in liquidation as part of reorg.
Forward Triangular Merger – Sub Survivor
- Substantially all assets – same as C
- Boot of A Reorg – 50% to 60% works
Reverse Triangular Merger – Target Survivor
- Same as forward but boot limited to 20%
Law 514 Corporations Instructor: Dwight Drake
Copyright 2005 Dwight Drake. All Rights Reserved.
Business Planning: Closely Held Enterprises
www. drake-business-planning.com