Tag: Reverse merger

In a reverse merger, an active private company takes control and merges with a dormant public company. These dormant public companies are called “shell corporations” because they rarely have assets or net worth aside from the fact that they previously had gone through an IPO or alternative filing process.

Portugal vs Galeria Parque Nascente-Exploração de Espaços Comerciais SA, July 2019, ECJ Case C-438/18

Portugal vs Galeria Parque Nascente-Exploração de Espaços Comerciais SA, July 2019, ECJ Case C-438/18

The Portuguese Tribunal Arbitral Tributário (Centro de Arbitragem Administrativa) requested a preliminary ruling from the European Court of Justice. The request related to the common system of taxation applicable to mergers, divisions, partial divisions, transfers of assets and exchanges of shares concerning companies of different Member States — Directive 90/434/EEC — Articles 4 and 11 — Directive 2009/133/EC — Articles 4 and 15 — So-called ‘reverse’ merger In the event of a ‘reverse’ merger, costs which are incurred by the parent company relating to a loan taken out by that parent company for the purchase of shares of the subsidiary and which are deductible for that parent company, are considered non-deductible for that subsidiary. Click here for translation Portugal vs Galeria Parque Nascente-Exploração de Espaços Comerciais SA ... Continue to full case