Mergers & Acquisition Attorneys in Jackson, MS
Our attorneys have structured hundreds of business transactions, ranging from the sale of a few business assets to complex, multi-level corporate acquisitions. Whether the transaction is acquisitive, divisive, or some combination of both, our attorneys are highly skilled at structuring a plan that will provide the greatest benefit to our client, in terms of both liability and tax savings. In addition to transaction planning, each of our attorneys has received extensive training in contract negotiations. As a result, our attorneys have a proven track record of effectively implementing the transaction we have designed. We have recently seen a significant number of transactions involving Asset Purchase Agreements and Corporate Reorganizations.
Mergers & Acquisitions involve the consolidation of companies and/or assets via various types of financial transactions; however, two or more companies are always involved. Mergers occur when two or more companies combine, and the acquiring company typically survives the transaction. By contract, an acquisition occurs when one company simply acquires the stock or ownership interests of another company; however, both companies survive, and the acquired company preserves its name and organization structure. A consolidation occurs where two or more companies effectively combine to form an entirely new entity.
Section 368 of the Internal Revenue Code sets forth seven basic types of corporate reorganizations. These reorganizations are referred to by the subparagraph in which they are defined (e.g., Code Sec. 368(a)(1)(A) defines a Type A reorganization). In order to receive the most favorable tax treatment, corporate transaction(s) must have been completed pursuant to a qualified plan of reorganization. No taxable gain or loss will be recognized if stock or securities in a corporation that is a party to the reorganization are exchanged solely for stock or securities of the same corporation or of another corporation that is a party to the reorganization. This method of structuring results in tax free reorganizations, but only if there is strict compliance with the requirements of the Internal Revenue Code.