Corporate Restructuring

Alteration of Share Capital
An increase, reduction, or any other change in the share capital of a company. Alteration of share capital includes processes like consolidation, subdivision, and cancellation of unissued shares.
Amalgamation
Amalgamation is the combination of two or more companies into a single entity, either by acquisition, merging, or dissolution and reconstitution as a new company.
C-Type Reorganization
A C-type reorganization, also known as a stock-for-assets reorganization, is a type of corporate restructuring defined under the Internal Revenue Code (IRC) section 368(a)(1)(C). This specific type of merger involves the acquisition by one corporation of substantially all of the properties of another corporation solely in exchange for all or a part of its voting stock.
Carve-Out (Equity Carve-Out)
A form of corporate restructuring in which a parent firm sells shares in a subsidiary through an initial public offering (IPO).
Demerger
A business strategy where a large company or group splits up into multiple independent companies, or sells off subsidiaries.
Divisive Reorganization
A divisive reorganization involves the transfer of all or part of a division, subsidiary, or corporate segment in a tax-free manner. It includes three main types: split-up, split-off, and spin-off.
E-Type Reorganization
An E-Type Reorganization, also known as Recapitalization, is a type of corporate restructuring under the Internal Revenue Code that involves significant changes in the composition of a company's capital structure.
Equity Carve-Out
An equity carve-out is a type of corporate restructuring process that involves a parent company selling a minority share of a subsidiary to the public through an initial public offering (IPO). This allows the parent company to raise capital while maintaining control over the subsidiary.
G-Type Reorganization
A G-Type Reorganization involves the transfer of assets by a corporation in bankruptcy to another corporation, where stocks or securities of the transferee corporation are distributed to shareholders either tax-free or partially tax-free.
Golden Handshake
A golden handshake, also known as a golden good-bye, is an ex gratia payment made by an employer to an employee upon termination of employment, such as in the event of a company takeover. Certain conditions may allow such payments to be partially or fully tax-free.
Hatchet Man
A hatchet man is a company employee responsible for reducing personnel, often tasked with delivering notices of dismissal and communicating terms of severance.
Non-Divisive Reorganization
A non-divisive reorganization is a corporate restructuring process that involves changes to the structure, operations, or ownership of a company without a divisive impact, typically executed to enhance organizational efficiency and shareholder value.
Prepackaged Bankruptcy
Prepackaged bankruptcy under Chapter 11 involves a pre-negotiated agreement between creditors and the debtor regarding the terms of reorganization before filing for bankruptcy.
Spin-Off
A type of corporate restructuring wherein a parent company divests itself of a wholly owned subsidiary by distributing shares in the latter to its own shareholders, making the subsidiary an independent company. This process often aims to increase shareholder value and improve the focus of both entities.
Split-Off
A type of corporate restructuring in which a parent company divests itself of a wholly owned subsidiary by giving its shareholders the opportunity to exchange their shares for shares in the subsidiary, thereby making it an independent entity. Unlike a spin-off where shares are distributed automatically, in a split-off, the parent company makes a tender to its shareholders, who can choose whether or not to acquire shares in the new company.
Stock-for-Asset Reorganization
Stock-for-asset reorganization is a form of corporate restructuring where an acquiring corporation exchanges its voting stock (or its parent's voting stock) for substantially all of the assets of another corporation.
Stock-For-Stock Reorganization
A form of reorganization where one corporation acquires at least 80% of another corporation's stock in exchange solely for all or part of its own (or its parent's) voting stock, transforming the acquired corporation into a subsidiary.
Unbundling in Accounting
Unbundling refers to the separation of a business or its assets into distinct entities, generally achieved by selling off certain subsidiaries, business lines, or parts of a security. This strategic action can enable businesses to focus on core operations, optimize performance, and better realize underlying value.

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