Which of the following is not true about mergers and acquisitions and taxes?
A. Tax considerations and strategies are likely to have an important impact on how a deal is structured by affecting the amount, timing, and composition of the price offered to a target firm.
B. Tax factors are likely to affect how the combined firms are organized following closing, as the tax ramifications of a corporate structure are quite different from those of a limited liability company or partnership.
C. Potential tax savings are often the primary motivation for an acquisition or merger.
D. Transactions may be either partly or entirely taxable to the target firm's shareholders or tax-free.
E. None of the above
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Form of payment can involve which of the following:
A. Cash
B. Stock
Cash and stock
D. Rights, royalties and fees
E. All of the above
A holding company may be used as a post-closing organizational structure for all but which of the following reasons?
A portion of the purchase price for the target firm included an earn-out
B. The target firm has a substantial amount of unknown liabilities
C. The acquired firm's culture is very different from that of the acquiring firm
D. Profits from operations are not taxable
E. The transaction involves a cross border transaction
The seller's insistence that the buyer agree to purchase its stock may encourage the buyer to
A. offer a lower purchase price because it is assuming all of the target firm's liabilities
B. offer a higher purchase price because it is assuming all of the target firm's liabilities
C. offer a lower purchase price because it is receiving all of the target's tax benefits
D. use its stock rather than cash to purchase the target firm
E. use cash rather than its stock to purchase the target firm
The tax status of the transaction may influence the purchase price by
A. Raising the price demanded by the seller to offset potential tax liabilities
B. Reducing the price demanded by the seller to offset potential tax liabilities
Causing the buyer to lower the purchase price if the transaction is taxable to the target firm's shareholders
D. Forcing the seller to agree to defer a portion of the purchase price
E. Forcing the buyer to agree to defer a portion of the purchase price