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Reverse Morris Trust
A Reverse Morris Trust in United States law is a transaction that combines a divisive reorganization ( spin-off) with an acquisitive reorganization ( statutory merger) to allow a tax-free transfer (in the guise of a merger) of a subsidiary. It may be especially useful when one publicly-traded C-corporation wants to sell an asset of at least $1 billion to another publicly-traded C-corporation. Structure A Reverse Morris Trust is used when a parent company has a subsidiary (sub-company) that it wants to sell in a tax-efficient manner. The parent company completes a spin-off of a subsidiary to the parent company's shareholders. Under Internal Revenue Code section 355, this could be tax-free if certain criteria are met. The former subsidiary (now owned by the parent company's shareholders, but separate from the parent company) then merges with a target company to create a merged company. Under Internal Revenue Code section 368(a)(1)(A), this transaction could be largely tax-free if ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Corporate Spin-off
A corporate spin-off, also known as a spin-out, or starburst or hive-off, is a type of corporate action where a company "splits off" a section as a separate business or creates a second incarnation, even if the first is still active. Characteristics Spin-offs are divisions of companies or organizations that then become independent businesses with assets, employees, intellectual property, technology, or existing products that are taken from the parent company. Shareholders of the parent company receive equivalent shares in the new company in order to compensate for the loss of equity in the original stocks. However, shareholders may then buy and sell stocks from either company independently; this potentially makes investment in the companies more attractive, as potential share purchasers can invest narrowly in the portion of the business they think will have the most growth. In contrast, divestment can also sever one business from another, but the assets are sold off rather t ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Variety (magazine)
''Variety'' is an American media company owned by Penske Media Corporation. The company was founded by Sime Silverman in New York City in 1905 as a weekly newspaper reporting on theater and vaudeville. In 1933 it added ''Daily Variety'', based in Los Angeles, to cover the motion-picture industry. ''Variety.com'' features entertainment news, reviews, box office results, cover stories, videos, photo galleries and features, plus a credits database, production charts and calendar, with archive content dating back to 1905. History Foundation ''Variety'' has been published since December 16, 1905, when it was launched by Sime Silverman as a weekly periodical covering theater and vaudeville with its headquarters in New York City. Silverman had been fired by ''The Morning Telegraph'' in 1905 for panning an act which had taken out an advert for $50. As a result, he decided to start his own publication "that ouldnot be influenced by advertising." With a loan of $1,500 from his father- ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Diamond Foods
Diamond Foods was an American packaged food company based in San Francisco, that marketed nuts (particularly walnuts and almonds) and other snack foods. Diamond Foods was acquired by Snyder's-Lance in 2016, and as of 2018, Campbell Soup Company owns Diamond Foods's former snack brands; Diamond of California, Diamond Foods's nut business, is owned by Blue Road Capital. History The company was founded in 1912 as Diamond Walnut Growers, Inc., a member-owned Californian agricultural cooperative association. In July 2005, Diamond Walnut Growers converted to a Delaware corporation and initial public offering of stock as Diamond Foods. Timeline * 1912: Diamond was founded as a cooperative by a group of Californian walnut growers. * 1919: Diamond was the first nut producer to launch a national advertising campaign. * 1930: Diamond started to sell its nuts abroad. * 1950: Diamond became the first nut company to advertise on TV. * 1956: Diamond centralized its operations to Stoc ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Pringles
Pringles is an American brand of stackable potato-based crisps. Originally sold by Procter & Gamble (P&G) in 1968 and marketed as "Pringle's Newfangled Potato Chips", the brand was sold in 2012 to the current owner, Kellogg's. As of 2011, Pringles were sold in more than 140 countries. In 2012, Pringles were the fourth most popular snack brand after Lay's, Doritos and Cheetos (all manufactured by Frito-Lay), with 2.2% market share globally. History In 1956, Procter & Gamble assigned a task to chemist Fredric J. Baur (1918-2008): to develop a new kind of potato chips to address consumer complaints about broken, greasy, and stale chips, as well as air in the bags. Baur spent 2 years developing saddle-shaped chips from fried dough, and selected a tubular can as the chips' container. The saddle-shape of Pringles chips is mathematically known as a hyperbolic paraboloid. However, Baur could not figure out how to make the chips palatable, and was pulled off the task to work on anot ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Procter & Gamble
The Procter & Gamble Company (P&G) is an American multinational consumer goods corporation headquartered in Cincinnati, Ohio, founded in 1837 by William Procter and James Gamble. It specializes in a wide range of personal health/consumer health, personal care and hygiene products; these products are organized into several segments including beauty; grooming; health care; fabric & home care; and baby, feminine, & family care. Before the sale of Pringles to Kellogg's, its product portfolio also included food, snacks, and beverages. P&G is incorporated in Ohio. In 2014, P&G recorded $83.1 billion in sales. On August 1, 2014, P&G announced it was streamlining the company, dropping and selling off around 100 brands from its product portfolio in order to focus on the remaining 65 brands, which produced 95% of the company's profits. A.G. Lafley, the company's chairman and CEO until October 2015, said the future P&G would be "a much simpler, much less complex company of leadi ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
WarnerMedia
Warner Media, LLC ( traded as WarnerMedia) was an American multinational mass media and entertainment conglomerate. It was headquartered at the 30 Hudson Yards complex in New York City, United States. It was originally established in 1972 by Steve Ross as Warner Communications, and Time Warner was created in 1990, following a merger between Time Inc. and the original Warner Communications. The company has film, television and cable operations, with its assets including WarnerMedia Studios & Networks (consisting of the entertainment assets of Turner Broadcasting, HBO, and Cinemax as well as Warner Bros., which itself consists of the film, animation, television studios, the company's home entertainment division and Studio Distribution Services, its joint venture with Universal Pictures Home Entertainment, DC Comics, New Line Cinema, and, together with CBS Entertainment Group, through its Warner Bros. Entertainment subsidiary, a 50% interest in The CW television network); WarnerM ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
AT&T
AT&T Inc. is an American multinational telecommunications holding company headquartered at Whitacre Tower in Downtown Dallas, Texas. It is the world's largest telecommunications company by revenue and the third largest provider of mobile telephone services in the U.S. , AT&T was ranked 13th on the ''Fortune'' 500 rankings of the largest United States corporations, with revenues of $168.8 billion. During most of the 20th century, AT&T had a monopoly on phone service in the United States. The company began its history as the American District Telegraph Company, formed in St. Louis in 1878. After expanding services to Arkansas, Kansas, Oklahoma and Texas, through a series of mergers, it became Southwestern Bell Telephone Company in 1920, which was then a subsidiary of American Telephone and Telegraph Company. The latter was a successor of the original Bell Telephone Company founded by Alexander Graham Bell in 1877. The American Bell Telephone Company formed the American Teleph ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Wabtec
Wabtec Corporation (derived from Westinghouse Air Brake Technologies Corporation) is an American company formed by the merger of the Westinghouse Air Brake Company (WABCO) and MotivePower Industries Corporation in 1999. It is headquartered in Pittsburgh, Pennsylvania. Wabtec manufactures products for locomotives, freight cars and passenger transit vehicles, and builds new locomotives up to . The company purchased GE Transportation on February 25, 2019. History The company's origins go back to 1869 with the foundation of the Westinghouse Air Brake Company. That company (also known as WA&B later as WABCO) became independent in 1990 via a management buy-out, and went public in 1995. Another company, WABCO Vehicle Control Systems, also created from the Westinghouse Brake Company, is independent of Wabtec and was spun off by American Standard Companies in 2007, and is today part of German automotive components firm ZF Friedrichshafen. The other company forming Wabtec, Motive ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
GE Transportation
GE Transportation is a division of Wabtec. It was known as GE Rail and owned by General Electric until sold to Wabtec on February 25, 2019. The organization manufactures equipment for the railroad, marine, mining, drilling and energy generation industries. The company was founded in 1907. It is headquartered in Pittsburgh, Pennsylvania, while its main manufacturing facility is located in Erie, Pennsylvania. Locomotives are assembled at the Erie plant, while engine manufacturing takes place in Grove City, Pennsylvania. In May 2011, the company announced plans to build a second locomotive factory in Fort Worth, Texas, which opened in January 2013. Rail products GE Transportation is the largest producer of diesel-electric locomotives for both freight and passenger applications in North America, believed to hold up to a 70% market share. It also produces related products, such as railroad signaling equipment, and parts for locomotives and railroad cars, as well as providing rep ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
General Electric
General Electric Company (GE) is an American multinational conglomerate founded in 1892, and incorporated in New York state and headquartered in Boston. The company operated in sectors including healthcare, aviation, power, renewable energy, digital industry, additive manufacturing and venture capital and finance, but has since divested from several areas, now primarily consisting of the first four segments. In 2020, GE ranked among the Fortune 500 as the 33rd largest firm in the United States by gross revenue. In 2011, GE ranked among the Fortune 20 as the 14th most profitable company, but later very severely underperformed the market (by about 75%) as its profitability collapsed. Two employees of GE – Irving Langmuir (1932) and Ivar Giaever (1973) – have been awarded the Nobel Prize. On November 9, 2021, the company announced it would divide itself into three investment-grade public companies. On July 18, 2022, GE unveiled the brand names of the companies it will ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Computer Sciences Corporation
Computer Sciences Corporation (CSC) was an American multinational corporation that provided information technology (IT) services and professional services. On April 3, 2017, it merged with the Enterprise Services line of business of HP Enterprise (formerly Electronic Data Systems) to create DXC Technology. History CSC was founded in April 1959 in Los Angeles, California, by Roy Nutt and Fletcher Jones. CSC initially provided programming tools such as assembler and compiler software. In the 1960s, CSC provided software programming services to major computer manufacturers like IBM and Honeywell and secured their first contracts for the U.S. public sector with NASA (among others). By 1963, CSC became the largest software company in the United States and the first software company to be listed on the American Stock Exchange. By the end of 1968, CSC was listed on the New York Stock Exchange and had operations in Canada, India, the United Kingdom, Germany, Spain, Italy, Brazi ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
