Because of the "f reorganization" form and "mere change" my tax attorney pointed out to me earlier. I went to see him for a different situation...figured since I was paying him an ungodly amount of money per hour...i might as well use it to my advantage.
He said he just got done with a similar case where the "f reorganization" didn't work because it was a different company buying the empty shell. However, in this case...roche remains the owner...all shares transfer over in same form...the old company is liquidated...and using this form...roche does it all tax free. The only question he couldn't answer was if the former entity has to dissolve before the new entity starts...but he called me about 45 min ago and said the old entity doesn't have to dissolve...but to stay alive, roche would have had to leave a few assets in it, which would be a burden in the future because the 2 corporations have to become one entity at some point. Thus, taking all the assets and dissolving the corporation was the right move. He said if he was a gambling man, this would be pocket aces at the start of a texas holdem hand. When i asked him why roche wouldn't just do a reverse merger...he said simple...reverse merger would have a lot of tax implications...this way he gets everything, keeps everything the same, and does it all without owing uncle Sam a cent.
