5. Market Regulations

Mind Map by christian.mogste, updated more than 1 year ago
Created by christian.mogste about 4 years ago


Masters Degree M&A Mind Map on 5. Market Regulations, created by christian.mogste on 03/31/2016.

Resource summary

5. Market Regulations
1 Tax consideration
1.1 Sellers
1.1.1 Buyers Taxable Asset acquisition Implications Stepping up Possible to amortise acquired goodwill arising from asset acquisition Stock acquisition Implications Step up = taxable gain Double taxation Benefit for acquirer if section 338


  • 80 % or more of voting stock May handle as asset acquisition Tax free transactions Requirements Continuity of ownership Contiuity of business enterprice Valid business purpose Step transaction doctrine Tax free structures Type A Type B Type C Type D Forward triangular merger most used for tax free asset acquisition NOL Carrybacks Carryforwards Tax inversion Change domicile Cross border Non-equity usually taxable Shareholders pay if stock aquisition Firm pay if asset acquisition Imidiate gain recignised by target shareholders Acquirer loses NOLS and tax credits??? Increase tax basis Relocate tax domicile
1.1.2 Demand higher price for taxable transaction
2 M&A Market reulations
2.1 Equality of treatment
2.1.1 Mandatory offer above ownership treshold Certainty of financing Squeexe out rights
2.2 Legislation
2.2.1 Companies act City code Eu competition rules Listing rules
2.2.2 Launching bid Firstly to target Public announcement Putup or shut up
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