bet365 live casino games

The United States adopts two tax methods for mergers and acquisitions: tax -free mergers and acquisitions and taxable mergers and acquisitions。Which tax method is taken in M ​​& A transactions，depends on the payment method of transaction。M & A transactions paid by stocks or assets are mainly tax -free mergers and acquisitions; M & A transactions paid in cash or debt are mainly taxable and acquisitions。

　Duty -free mergers and acquisitions

According to the US Tax Law，Duty -free transactions and duty -free reorganizations need to meet relevant laws and regulations，The continuity of the owner's equity、The continuity of the enterprise in the reorganized company、Business needs。Among them: The continuity of the owner's equity requires that the shareholders of the target company can receive a sufficient equity of the acquisition company。Compared with the sale of assets，Transactions must continue "The Survival Interest of the Property in the Corporation in the Reforming Company"。The continuity of the company operated by the company in the reorganized company requires acquisitions companies or historical business business of continuous target companies or using most historical operating assets of target companies。Business needs means that the mergers and acquisition transactions must be performed out of business needs。other，M & A transactions must meet the control requirements，Among them, "control" means that the acquirer controlled by controlling operations should have 80%of the stock share of at least all the voting stocks and at least 80%of other properties of stocks。Under this rule，The acquirer still maintains correlation with the merger after the transaction。

Specifically，The United States is in the M & A transaction of duty -free mergers and acquisitions，It can be divided into two categories: the acquisition of duty -free asset -free and tax -free stock。

First is the acquisition of duty -free assets。Mainly two forms of legal "A" mergers and acquisition "D" type reorganization。The merger of the legal "A" type refers to，Only in line with the US Federation、State、Legal merger of the corresponding legal requirements of the US territorial or Columbia Special Economic Zone，can be approved。The form that can be adopted by legal mergers includes: incorporate one company into another company，or two or more companies merge into a company。Legal mergers need to meet the following conditions: first，Acquisition company acquisition of all substantial assets of the target company; second，The transaction is carried out in the form of controlling the acquisition of the company's stock; the third，During bet365 Play online games the transaction process, the stock of the acquisition company is not used; fourth，After the merger is successful，The target company is incorporated into the controller of the acquisition company，Transactions meet the normal legal merger clause。

The acquisition "D" type reorganization occurs under the following conditions: the company transfers all substantial assets to another company; the asset transfer company allocates the shares or other property of the asset transfer company according to the liquidation restructuring plan; Shareholders have at least 50%of the voting rights or stock value of the transferee。The tax result of the acquisition "D" reorganization is generally as follows: When the target company's shareholders exchange the company's stock exchange to acquire the company's stock，It does not achieve benefits or losses when receiving the stock; the cost of the acquisition of the shares received by the shareholders of the target company's shareholders is based on the exchanges the cost of the target company's stock.、When exchangeing the company's stock，It does not achieve benefits or losses; the acquisition of the company's assets from the target company、When exchangeing the stock of the company，It does not achieve benefits or losses; the assets acquired by the acquisition of the company are transferred according to the cost of the target company; the tax attribute of the target company is transferred to the acquisition company。

Second is the purchase of duty -free stocks。You can adopt the "B" type reorganization and (a) (2) (E) type of reorganization。"B" reorganization is the reorganization method of "stock exchange"。There are two conditions for the "B" type reorganization: the acquisition of the company's stock exchange target company's stock with a voting right to control the company; after the transaction is completed,，The acquisition company should have at least 80%of the target company's shares。(A) (2) (E) Type -type reorganization is "reverse triangle merger"。(A) (2) (E) Type -type reorganization usually occurs: The subsidiary controlled by the acquisition of the company is merged by the target company，Depending on the relevant legal target company; after merger，The target company holds substantive all assets and controlling subsidiaries assets (rather than the acquisition company shares assigned in the transaction);，The previous shareholders of the target company only exchanged stocks to acquire the company's right to vote，The shares of the target company transferred by the transfer are not less than 80%。

　Taxable mergers and acquisitions

Specifically，The United States is in the M & A transaction of taxable mergers and acquisitions，It can be divided into two categories: the acquisition of taxable assets and taxable stocks。The US taxable mergers and acquisitions are mostly paid in cash。

The acquisition bet365 Play online games of taxable assets mainly includes the acquisition of agreement assets and the merger of positive cash。Agreement asset acquisition: that is, according to the US tax law，The acquisition of taxable assets involved in ordinary forms of taxable assets is deemed to be sold。This transaction provides flexibility for the choice of specific assets and debts，But also received a certain limit。First，Each asset must be transferred separately; second，Some assets cannot be transferred or needed to be transferred by a third party.。

Mild cash mergers: That is, the target company is merged or merged with the acquisition company's subsidiary。US tax law regulations，The merger of cash should be considered as the asset of the target company in the form of cash，Simultaneous liquidation target company。Mergenal cash mergers generally generate two levels of taxation: First, the target company achieved the benefits or losses achieved by the assets to the acquisition company; the second is the profit or loss of the target company's shareholders when receiving the income of cancellation stocks。Compared with the acquisition of agreement assets，Is the effect of being in accordance with cash?，Therefore, a single transfer asset is limited。

Taxable stock acquisition can be purchased directly by purchasing stocks，The seller's shareholders will cause capital gains or losses。Taxable stock Bet365 app download acquisition does not affect the price and tax attributes of the assets of the target company。From the perspective of operation，The shareholders of the target company are directly responsible for the debt and liabilities of the target company。Taxable stock acquisition does not exist in property rights，Easy to manage。

Reverse cash mergers: that is, the purchase of the stock acquisition can be used to acquire，Each shareholder has the right to accept or refuse to ask for an offer，At this time, you can also use reverse cash mergers。In reverse cash mergers，Acquisition company temporarily set up a new subsidiary，Turn into the target company that co -izes it，and deemed the purchase of the company's stock。Reverse cash mergers are generally used to acquire all equity of the target company or squeeze out small shareholders。The buyer's valuation cost is the equity price of the acquisition rather than the target company asset。

(Source: Chinese Social Sciences News Author: Yuanlei Unit: Institute of Industrial Economics of the Chinese Academy of Social Sciences)