Replies to post #9148 on KeyOn Communications Holdings, Inc. (fka KEYO)

[Poptech]

les: There is no 'Tax-Free Reverse Triangular Merger Under Section 368(a)(2)(E).'

(a)(2)(E) Statutory merger using voting stock of corporation controlling merged corporation
A transaction otherwise qualifying under paragraph (1)(A) shall not be disqualified by reason of the fact that stock of a corporation (referred to in this subparagraph as the “controlling corporation”) which before the merger was in control of the merged corporation is used in the transaction, if—
(i) after the transaction, the corporation surviving the merger holds substantially all of its properties and of the properties of the merged corporation (other than stock of the controlling corporation distributed in the transaction); and
(ii) in the transaction, former shareholders of the surviving corporation exchanged, for an amount of voting stock of the controlling corporation, an amount of stock in the surviving corporation which constitutes control of such corporation.

That is all it says. There is no reversing. There is no tax-free. There is no subsidiary. There is no reverse triangular merger.