Treating the merger as a taxable versus tax-free combination.

A key issue in any business combination is whether the transaction is to be a taxable acquisition or a tax-free reorganization. Neither structure's benefits clearly dominate. Taxable acquisitions result in greater inventory cost and depreciation tax benefits to the buyer and more tax to the seller. Tax-free reorganizations allow the seller to avoid current payment of at least some taxes but result in less favorable tax benefits to the buyer. Each merger must therefore be tailored to fit the specific needs and wishes of the parties involved.