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20 per cent accounts acquired company acquiring corporation acquisition actual closing Agreement amount apply assets transaction audit Bank basis buyer capital gains capital stock capitalization rate cash certificates closing date CONTINENTAL contract corporation's cost Court debts December 31 depreciation determine directors distribution dividend earnings employees exemption expenses Federal financial statements holders Internal Revenue Code Internal Revenue Service inventory involved issued liabilities liquidation listed loss carryovers major ment merger or consolidation normally obtained operating ordinary income outstanding paid party payment period poration preferred stock prior problems profit provisions proxy proxy statement purchase price ratio real property reorganization rule section 306 stock Securities Exchange seller selling corporation shareholders shares sold Stock Exchange stock option stockholders subsidiary taxable tion transfer Treas treasury stock Uniform Commercial Code valuation Visking voting stock warranties York Stock Exchange