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Types of Japanese corporate reorganisation


triangular mergers

corporate splits

share exchanges

business transfers

qualifying corporate distributions

capital contributions

post incorporation contributions

Tax aspects of Japanese mergers

treatment of tax qualified transactions

carry over of losses of the Ceasing Company

tax book value carry over of assets of Ceasing Company

taxation of non tax qualified mergers

taxation of Ceasing Company, recognition of intangible assets for tax purposes, Japanese "tax goodwill" - the '資産調整勘定' or 'Asset Adjustment Account', useful lives of separable intangbile assets for tax purposes, rebasing of assets to market value, tax compliance, final tax return of Ceasing Company, losses, use of losses at the time of merger against revaluation gain, carry over of unused losses

taxation of Surviving Company, amortization of goodwill in new business

taxation of Shareholders of the Surviving Company, taxation of deemed dividends

different forms of merger defined for tax qualification purposes

Merger in an Un-affiliated Group, tax qualification criteria, Business Reciprocity Criteria, Business Scale Criteria, Carry Over of Specified Officers Criteria, Continuity of Employment Critieria, Continuity of Business Operations Criteria, Continuity of Share Ownership Criteria, definition

Merger Within an Affiliated Group, tax qualification criteria, Continuity of Share Ownership Criteria, Continuity of Employment Critieria, Continuity of Business Operations Criteria, definition

Mergers Within a Wholly Owned Group, tax qualification criteria, Continuity of Share Ownership Criteria, definition

criteria common to all tax qualified transactions, "No boot" criteria, exceptions to the "No boot" criteria

Legal aspects of Japanese mergers

common company law issues

corporate type and permissible transactions

flexibility of consideration, use of cash consideration, use of cash consideration, use of share consideration, of Surviving Company, of parent of Suriving Company, impact of choice of consideration on tax qualification of transaction

triangular mergers

share option rights, continuation of share option rights, rights to repurchase share options

procedural simplification of corporate reorganisations, Simplified Mergers etc, Abbreviated Mergers etc

set aside of merger or other corporate reorganisation transactions

legal aspects of mergers

succession to rights and obligations of ceasing company

dissolution process for ceasing company

timing of merger

mergers with different types of entity, prohibition against merger with foreign companies, flexibility in merger between types of Japanese company

mergers of insolvent companies

protection of creditor and shareholder rights in a merger, obligation to notify creditors, dealing with creditor objections, repayment, collateralisation, trust

legal aspects of M and A transactions

minority squeeze out transactions

Accounting aspects

relevant accounting standards

Accounting Standards Relating to Business Combinations

Accounting Standards Relating to Business Splits

Practice Guidelines Relating to Accounting Standards for Enterprise Combinations

purchase accounting vs merger accounting

purchase accounting, identification of acquired enterprise, calculation of acquisition cost, allocation of acquisition cost to assets and liabilities

formation of enterprise under co-operative control, special case of merger accounting

transactions under common control, accounting for intra-group reorganisatsions

accounting recognition of intangible assets

seperable and inseparable intangibles

recognition of accounting goodwill

differences between accounting goodwill and "tax goodwill"

Tax aspects of other corporate reorganizations

similiarities and differences with taxation of Japanese mergers

Other tax issues in Japanese corporate reorganisations

thin capitalization and debt push down

withholding taxes on acquisition funding

incorporation of acquired entities in a Japanese consolidated tax group

post acquisition reorganisations in a wholly owned Japanese group

criteria for tax qualified reorganisations in a wholly owned group

tax deferral for intra group asset transfers

optimising capital structure

taxation of shareholder distributions