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- Title
A Case Study - Tax Implications of a Merger: Endocare, Inc. and Galil Medical, Ltd.
- Authors
Avdeev, Valeriya
- Abstract
This paper considers possible tax implications of the merger between a wholly-owned subsidiary of Endocare, Inc. and Galil Medical, Ltd, which took place on November 10, 2008. Even though the merger is structured in a way that it will most likely be respected as a tax-free reorganization under section 368(a), several important representations and warranties are not included in the merger agreement. Specifically, this particular merger agreement does not have a tax warranty requiring the Target Company to file all material tax returns and does not have a warranty requiring the parties to the reorganization to refrain from any actions that would prevent the merger from qualifying as reorganization within the meaning of section 368(a) of the Internal Revenue Code.
- Subjects
ENDOCARE Inc.; BTG Ltd.; HEALTH care industry; TAX returns; INTERNAL revenue law; MERGERS &; acquisitions
- Publication
Proceedings of the Northeast Business & Economics Association, 2012, p1
- ISSN
1936-203X
- Publication type
Case Study