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11/30 Advised that there is a distinction between 1 and 2. In 1, the two shareholders have agreed to vote their shares for the election of the same mutually agreed upon directors, therefore, neither...

Steps -5 constitute a reorganization which would be exempt under 7A(c)(0) assuming no shareholder of A would hold a higher percentage of v/s in NewA. Step 6 (at which time NewA has become the...

Advised the writer that if Acquired Company held any assets other than cash or cash equivalents after the asset transfer, then the tender offer could not be subsumed in the reportable acquisition of...

11/29 Version 2 appears to be an installment purchase. Cash being paid to C after formation. A & B should bile as acquiring persons for Cs assets. MV & RS concur.

To Memorandum : If stock votes for directors then it is a voting securities acquisition. If purchase price dos not exceed $50MM, then transaction is exempt. MV and RS concur.

The parties are able to close. No withdrawal is required. No refund of filing fee. M. Bruno concurs. B. Michael Verne 11/29/01