A Comparison of the Merger and Acquisition Provisions of Present Law with the Provisions in the Senate Finance Committee's Draft Bill

Mr. Thompson presents a detailed comparison of the corporate merger and acquisition provisions of present law with the changes proposed by the Senate Finance Committee Staff Report and the Draft Bill, prepared by the Senate Finance Committee staff. Professor Ginsburg attempts to illustrate how the changes proposed by the SFC Report do not resolve many of the more sophisticated problems generated by use of multiple corporations and selective acquisitions of some of the target's assets or stocks. Professor Ginsburg argues that the rules work well in the unreal world of one corporation operating one business, but not in the real world of multiple commonly controlled entities. He provides several examples of corporations that operate through affiliates that may end up with results not necessarily by the proposed changes.