Under the old law, a foreign bank could acquire only up to 60 percent of the
voting stock of an existing bank.
corporation owns at least 10 percent of the
voting stock and the U.S.
Hemenway & Barnes, the Boston law firm that oversees the family trusts of stock, polled only trustees of the trusts -- who under terms of the trustee actually vote the stakes -- plus family members with individual holdings of the Class B
voting stock. It was not obligated to canvass the trust beneficiaries, and didn't, the Journal reported.
Moreover, because a type C reorganization requires using at least 80%
voting stock as consideration (without regard to the boot relaxation rule), this transaction would not satisfy those requirements and thus could be taxable.
Control means ownership of the corporation's stock possessing at least 80 percent of the total combined voting power of all
voting stock and at least 80 percent of the total number of shares of all other stock.
In a two-party type "A" merger, the acquirer does not have to acquire substantially all of the business of the target (it may "cherry pick" assets, with some limitations); and, the acquirer does not have to use its
voting stock as the consideration for the merger.
In addition the section 302(b)(2) requirements will not be met if the shareholder retains an interest in the
voting stock equal to, or in excess of, 80% of the
voting stock he or she held before the redemption (in measuring these interests, section 318 constructive ownership rules apply).
Eric Molson and allied family members control a majority of Molson's Class B
voting stock, and the Coors family owns all of Coors Brewing Co.'s Class A
voting stock.
When at least 80 percent of a company's stock is acquired by another company in an exchange solely for the acquiring company's
voting stock, the transaction may qualify as a type B reorganization under section 368(a)(1)(B) of the Internal Revenue Code.
Upon the transaction's closing, FNF beneficially owns a total of 3.6 million shares of LendingTree common stock, or 12.4 percent of the total
voting stock of the company, making FNF the second-largest holder of
voting stock.
Johnson, music industry executive Jheryl Busby, and entertainer Janet Jackson own over 80% of BBoC's
voting stock.
The Westons own about 20 percent of the firm's equity, but control 70 percent of
voting stock. The management stake was not disclosed but over the next several years a new employee stock ownership plan could acquire up to 40 percent of holding company shares.