Chapter_12收购、兼并和重组课后题目.ppt

Structuring the Deal: Tax and Accounting Considerations;One person of integrity can make a difference, a difference of life and death. —Elie Wiesel;;Learning Objectives;Accounting Treatment Background;Purchase (Acquisition) Method of Accounting;Example of Estimating Goodwill;Example of Purchase Method of Accounting(Assumes Acquirer Pays $1 Billion for Target’s Equity);Practice Problem:Purchase Method of Accounting;Discussion Questions;Choosing the Right Deal Structure;Alternative Tax Structures;Alternative Tax-Free Structures;How the IRS Views Tax-Free Reorganizations;Qualifying as a Tax-Free Reorganization;Continuity of Interests and Business Enterprise Principles1;Type A Reorganization;Direct Statutory Merger (“A” Reorganization);Statutory Consolidation (“A” Reorganization);Forward Triangular Merger (“A” Reorganization);Reverse Triangular Merger (“A” Reorganization);Type “B” Stock for Stock Reorganization;Type “B” Stock for Stock Reorganization;Type “C” Stock for Assets Reorganization;Type “C” Stock for Assets Reorganization;Type D Divisive Reorganizations;Implications of Tax Considerations for Deal Structuring;Discussion Questions;Things to Remember