Business Acquisitions, Class Two

lawstudentnotes — Thu, 28 Aug 2008 03:11:02 +0000

REIT (Real Estate Investment Trust)– a tax designation for a corporation investing in real estate that reduces or eliminates corporate income taxes. In return, REITs are required to distribute 90% of theirincome, which may be taxable in the hands of the investors. The REIT structure was designed to provide a similar structure for investment in real estate as mutual funds provide for investment in stocks.

Due Dili-what?-gence: nowadays, can mean everything is looked at.

If you’re ever working with an older company, make sure to review their original articles of incorp. to see if they’re violating corp purpose

Shareholders vote for:

Real important distinction between stock sale and asset sale–liabilities are not transferred over in an asset sale.

REPS AND WARRANTIES PRESENT A PICTURE OF WHAT THE ACQUIRING COMPANY IS BUYIN’.

FOR NEXT WEEK:

look at RCW section on board approval and shareholder approval (23B, CH. 11 OR 13–IN SYLLABUS?; DELAWARE CORPORATE CODE SOMETHING)

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