C Corporations

Items 1-10 of 31

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  1. Sample
    Agreement Of Merger Between Three Corporations (Triangular Merger) (63 Pages)

    This Form is a Form of a Merger Agreement between three corporations. It is sometimes called a “triangular” merger, since Company A is merging with Company C, which in turn is owned as a subsidiary by Company B. When the transactions are completed, Company C will cease to exist, Company A will have acquired the controlling shares of Company B by virtue of its takeover of Company C (note that prior to the merger, Company B and Company C exchange their shares of stock) and Company A is the surviving Company.

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  2. Sample Page 1
    Buy-Sell Stockholders' Agreement: Cross-Purchase (17 Pages)
    This is a Cross-Purchase Stockholders’ Agreement between two stockholders and their corporation. The Agreement requires each stockholder to purchase the stock of the other in the corporation in the event of death or disability. There is also a provision requiring a stockholder wishing to sell his or her shares to give the other stockholder a right of first refusal to meet any bona fide offer (Article IV). This Agreement should be distinguished from an entity purchase agreement, where the entity itself, rather than the stockholders, is the purchaser in the event of death or disability.
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  3. Sample Page 1
    Buy-Sell Stockholders' Agreement: Entity Purchase (19 Pages)
    Mr. Siegel, who wrote, and uses for his clients, this Form, advises that these buy-sell agreements are now more attractive to clients. Specifically, he says:
    "Since the 2017 Act repealed the corporate alternative minimum tax, the prior law making life insurance payments owned by a corporation and collected at death to facilitate a buy-sell an AMT tax preference is over. That discouraged some C corporation entity purchases. They may be more favorable now."

    This is an entity purchase Stockholders’ Agreement whereby the Corporation is the purchaser of the stock of a deceased or disabled stockholder. The Agreement addresses a number of situations where a stockholder may wish to sell his or her stock, namely a sale to a third party, death and permanent disability. Article IV gives the corporation first, then the remaining stockholders, a right of first refusal to purchase the shares of a stockholder wishing to sell. Note that the price indicated here for the “insiders” to buy is the lesser of the third-party offered price or the agreed-upon price for the stock included in the Agreement. If desired, that could be changed to force the insiders to meet the offered price.
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