Anti-Trust Considerations

Question 1

Taxable Transactions

Answer 1

1. Stock Purchase for Cash
2. Asset Purchase for Cash

Question 2

“Tax Free” Reorganizations

Answer 2

1. “A” Merger (Merger or Consolidation)
2. “B” Reorg. (Stock for Stock)
3. “C” Reorg. (Stock for Assets)
4. “D” Reorg. (Spinoff, etc.)
5. Forward Triangular
6. Reverse Triangular

Question 3

**Hart-Scott-Rodino Requirements **

Answer 3

• Assuming transaction subject to Hart-Scott-Rodino, acquiring and acquired parties must:
  
  1. File notice with Antitrust Division of the Department of Justice
  2. File notice with the Federal Trade Commission
  3. Wait the prescribed period before consummating (subject to extension or reduction in the time period by the relevant authority)