Agreement and Plan of Reorganization of Liquidation of Transferor Corporation: "C" Reorganization

Summary

This template outlines the key tax provisions in an agreement and plan of reorganization between two Maryland corporations undergoing a "C" reorganization under IRC Section 368(a)(1)(C) with the liquidation of the transferor corporation. This template contains practical guidance and drafting notes. Key provisions should cover the asset transfer process, assumption of liabilities, consideration (Supreme shares), conditions precedent, representations and warranties, indemnification, the liquidation and dissolution process for the seller, and the distribution of Supreme shares to the sellers' shareholders. Relevant exhibits and schedules, such as lists of assets and liabilities, should be attached. For a full listing of key content covering the taxation of C corporations, see C Corporation Taxation Resource Kit. For checklists concerning mergers, see Preliminary Tax Considerations in Asset Acquisitions Checklist and Stock Acquisitions for C Corporations. 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. For a discussion of stock acquisitions involving C corporations, see Stock Acquisitions for C Corporations.