Consolidation of Corporations by Sale of Assets and Distribution of Shares

D utmNG the past decade practically every voluntary corporate reorganization has been accomplished by a sale of assets of one or more corporations to another, the sale being for shares or securities of the purchasing corporation which are distributed to the shareholders of the selling corporation as a part of the same transaction.' Mergers and consolidations under statutory authority have also taken place, but objections of one kind or another to that method of reorganization have prevented its general use. Shareholders are accustomed to changes in their holdings and are not interested in or acquainted with the ways and means of reorganization; to them it is merely an opportunity to exchange their old shares for new ones. Newspaper accounts and the announcements of brokers and investment houses rarely disclose the methods of reorganization procedure, and the courts themselves often fail to describe a particular transaction properly. Consolidations, mergers and sales are popularly known as "reorganizations," "mergers" or "combinations," and rarely is a sale called a sale. Such matters are left