1. 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 $$$

2. 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

3. 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

4. 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

5. 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

6. 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

7. 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.

8. 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

9. 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

10. 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

11. 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

12. 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

13. 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

14. 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

15. 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

16. 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

17. 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

18. 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

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

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

21. 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

22. 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

23. 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

24. 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.