When Corporate Lawyers Marry

On September 17th, 2016, Frank Bausch, Esq. and Melinda Carmichael, Esq. intend to implement a holding company reorganization (F&M Merger), which will result in F&M Merger owning all of the capital stock of Frank and Melinda combined. Each share of Frank’s and Melinda’s stock issued and outstanding immediately prior to the F&M Merger will automatically convert into an equivalent corresponding share of F&M Merger stock, having the same designations, rights, powers, preferences, qualifications, limitations, and restrictions as the corresponding share of Frank’s and Melinda’s stock being converted. Accordingly, upon execution of the F&M Merger, Frank’s and Melinda’s current stockholders will become stockholders of F&M. The stockholders of Frank and Melinda will recognize a gain for U.S. federal income tax purposes upon the conversion of their shares in the F&M Merger. Pursuant to the aforementioned merger, to which you are cordially invited, a newly formed entity (F&M Sub) may potentially manifest nine months from the above date and fall under the patronage of Frank and Melinda, with Frank and Melinda surviving as a direct, wholly owned subsidiary of F&M Merger.

Brunch will be served.

Daniel Presley is an American author and screenwriter living in Paris. His film Populaire (2013) was released in over thirty-five countries. It won Best Narrative Feature at the San Francisco International Film Festival and Best First Feature at the COLCOA Festival. His fiction has appeared or is forthcoming in Hunger Mountain, Thrice, and Drunken Boat. He is currently finishing a novel and a collection of short stories. You can find him at Twitter: @daniel_presley or his website: danielpresley.com.

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