Immune Pharmaceuticals Inc (fka IMNPQ)

[Letterpenny]

This explains why they are changing the voting requirements in articles of incorporation.

2. Generally, for reverse triangular reorganizations under IRC Section 368(a)(1)(A), the consideration paid to the target firm must be voting stock of the acquiring firm without exception.

Tax-Free Reverse Triangular Merger
Depending on how the deal is executed, a reverse triangular merger can be either taxable or nontaxable. If it is taxable, then it is treated as a stock purchase as described above. On the other hand, it can also be structured as a tax-free reorganization if it qualifies under Internal Revenue Code Section 368(a)(2)(E). A myriad of complex requirements must be met, including the following:
The acquirer must control (the subsidiary immediately prior to the merger;
After the merger the target company must hold substantially all of its assets and substantially all of the properties of the subsidiary; and
The target company’s shareholders must exchange stock of the target company constituting control of the target for voting stock of the acquiring company.

The main reason for all this……..

the transaction structure makes it easier to squeeze out minority shareholders. Sucks to be in the minority.