Agreement and Plan of Reorganization Between Two Delaware Corporations in "B" Reorganization
(With Discussion of Tax Ruling)

Summary

This template outlines the key tax provisions and considerations in an agreement and plan of reorganization between two Delaware Corporations in a "B" Reorganization.. The template also contains a sample tax ruling with and discusses the limitations on tax rulings. This template contains practical guidance and drafting notes. B Reorganization For checklists concerning mergers, see Preliminary Tax Considerations in Asset Acquisitions Checklist and Stock Acquisitions for C Corporations. For a full listing of key content covering the taxation of C corporations, see C Corporation Taxation Resource Kit. For detailed information on the tax implications of stock and asset acquisitions, the tax consequences of acquiring a corporate business, asset, and stock purchase agreements, and how to categorize mergers (direct, forward, reverse triangular), see M&A Tax Considerations for C Corporations.