On January 1, Keyri Corporation and Worivo Corporation sign a binding agreement to merge on...
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On January 1, Keyri Corporation and Worivo Corporation sign a binding agreement to merge on September 1. Under the agreement, Worivo shareholders are to receive 120,000 shares of Keyri and $180,000 of cash in exchange for all Worivo stock. Keyri stock is listed on a public stock exchange and is valued at $1 per share on January 1.
On June 30, a natural disaster occurs that affects Keyris operations and its stock falls to $0.50 per share. Worivo shareholders threaten to abandon the agreement unless it is modified to (1) move the date of the merger to December 31 and (2) increase the amount of cash to $220,000 from $180,000 and the number of shares to 160,000 shares instead of 120,000. Keyri agrees to the demands of the Worivo shareholders, and the deal is completed on December 31.
What Federal income tax concerns do you have about this merger between Keyri and Worivo? Does the deal qualify as a Type A reorganization? If yes, why? If no, how could the deal be modified so as to qualify?
On January 1, Keyri Corporation and Worivo Corporation sign a binding agreement to merge on September 1. Under the agreement, Worivo shareholders are to receive 120,000 shares of Keyri and $180,000 of cash in exchange for all Worivo stock. Keyri stock is listed on a public stock exchange and is valued at $1 per share on January 1.
On June 30, a natural disaster occurs that affects Keyris operations and its stock falls to $0.50 per share. Worivo shareholders threaten to abandon the agreement unless it is modified to (1) move the date of the merger to December 31 and (2) increase the amount of cash to $220,000 from $180,000 and the number of shares to 160,000 shares instead of 120,000. Keyri agrees to the demands of the Worivo shareholders, and the deal is completed on December 31.
What Federal income tax concerns do you have about this merger between Keyri and Worivo? Does the deal qualify as a Type A reorganization? If yes, why? If no, how could the deal be modified so as to qualify?
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