Asset Acquisition: Acquiring purchases all or substantially all assets of Target

1. Asset Acquisition: Acquiring purchases all or substantially all assets of Target shareholder D shareholder A shareholder B shareholder C Lender $$$ Board of Directors Board of Directors $$$ Acquiring corp. Target corp. assets • Board and shareholder approval of Target • Board (and maybe shareholder) approval of Acquiring • assets of Target sold for $$$

2. Asset Acquisition: Acquiring purchases all or substantially all assets of Target shareholder D shareholder A shareholder B shareholder C Board of Directors Board of Directors Acquiring corp. $$$ Target corp. Newco assets • Alternate: • use Newco subsidiary to acquire assets of Target

3. Stock Purchase: Target becomes subsidiary of Acquiring shareholder D shareholder A shareholder B shareholder C stock Board of Directors Board of Directors $$$ Acquiring corp. Target corp. • Step #1: • Acquiring buys stock of Target from shareholders

4. Stock Purchase: Target becomes Subsidiary of Acquiring former T shareholder D $$$ shareholder A shareholder B former T shareholder C $$$ Board of Directors Acquiring corp. Target • Step #2: • Target becomes subsidiary of Acquiring

5. Share Exchange: Acquiring buys Target with its stock shareholder D shareholder A shareholder B shareholder C Board of Directors Board of Directors Acquiring corp. Target corp. • Step #1: • Board and shareholder approval of Target • Board (and maybe shareholder) approval of Acquiring

6. Share Exchange: Acquiring buys Target with its stock shareholder D shareholder A shareholder B shareholder C shares of Acquiring Board of Directors Board of Directors shares of Target Acquiring corp. Target corp. • Step #2: • Shareholders of Target exchange their shares of Target for shares of Acquiring • Acquiring owns Target shares

7. Stock Exchange: Acquiring buys Target with its stock shareholder D shareholder A shareholder B shareholder C Board of Directors Acquiring corp. Board • Step #3: • former shareholders of Target now own shares of Acquiring • Target becomes subsidiary of Acquiring Target corp.

8. Corporate Merger: Target into Acquiring shareholder D shareholder A shareholder B shareholder C Board of Directors Board of Directors Acquiring corp. Target corp. • Step #1: • Board and shareholder approval of Target • Board (and maybe shareholder) approval of Acquiring

9. Corporate Merger: Target into Acquiring shareholder D shareholder A shareholder B shareholder C $$$ Board of Directors assets & debts Acquiring corp. Target corp. • Step #2: • Target merges into Acquiring under Corp. statute • Shareholders of Target get cash for shares of Target

10. Corporate Merger: Target into Acquiring former T shareholder D $$$ shareholder A shareholder B former T shareholder C $$$ Board of Directors Acquiring corp.: owns assets & debts of Target • Step #3: • shareholders of Target cashed out • Acquiring takes assets & debts (and tax attributes) of Target

11. Corporate Merger: Target into Acquisition Subsidiary shareholder D shareholder A shareholder B shareholder C Board of Directors $$$ Acquiring corp. assets & debts Newco: acquisition sub. Target corp. • Alternate Step #2: • Target merges into Newco acquisition sub • Shareholders of Target get cash for shares of Target

12. Corporate Merger: Target into Acquisition Subsidiary former T shareholder D $$$ shareholder A shareholder B former T shareholder C $$$ Board of Directors Acquiring corp. Newco: acquisition sub. owns assets & debts of Target • Alternate Step #3: • Newco acquisition Sub owns assets of Target • old shareholders of Target cashed out

13. Statutory Merger (“short-form” merger) shareholder shareholder • Step #1: • Parent own 90% or more of Subsidiary • Board of parent approves merger of Sub into Parent • approval of Board & Shareholders of Sub not required • minority shareholders cashed out • have (dissenters’) appraisal rights Parent Board of Directors minority shareholders $$$ 90% or > 10% or less subsidiary Board of Directors

14. Statutory Merger (“short-form” merger) shareholder shareholder • Step #2: • Sub merged into Parent • Parent acquires assets and debts of former Sub Parent Board of Directors former shareholders $$$ sub merged into parent subsidiary

15. Statutory Merger (“short-form” merger) shareholder shareholder • Step #3: • Parent owns assets and debts of former Sub Parent: with assets & debts of former Sub Board of Directors

16. Divisive Reorganization: Spin-Off shareholder A shareholder B Board of Directors Corporation: Business X Business Y

17. Divisive Reorganization: Spin-Off shareholder A shareholder B Corporation Newco 2: Business Y Newco 1: Business X • Step #1: • drop businesses X and Y into new subsidiaries

18. Divisive Reorganization: Spin-Off shareholder A shareholder B distribute shares Corporation Newco 1: Business X Newco 2: Business Y • Step #2: • distribute shares of Newco to • shareholders of Corporation

19. Divisive Reorganization: Spin-Off shareholder A shareholder B Newco 2: Business Y Newco 1: Business X • Step #3: • A and B own shares of both Newco 1 and Newco 2

20. Foreign Corporation with U.S. Subsidiary shareholder shareholder shareholder shareholder Foreign Corporation 100% U.S. subsidiary • parent is foreign corporation • subsidiary operates business in U.S.