Mr. Tiedt and Ms. Lewis’ article provides a basic, practical overview of business combination transactions involving registered investment companies that include an offer or sale of securities. These transactions can present numerous challenges as there are many complexities that may arise, including the various tax considerations that must be addressed and the fact that the transactions are governed by multiple, sometimes conflicting bodies of law and regulation.

The article discusses:

• State law and federal income tax considerations that implicate transaction structure;
• Identifying the fund whose accounting and performance history will survive after the transaction;
• Key terms of the agreement and plan of reorganization or merger;
• Transactions involving sales of investment advisory businesses that implicate 1940 Act Section 15(f);
• Transactions involving affiliated funds that implicate 1940 Act Rule 17a-8;
• Shareholder vote requirements;
• Preparation of registration statements and pro forma financial statements;
• The formation and registration of shell funds; and
• Regulatory considerations regarding transaction-related communications.

Click here to subscribe to The Investment Lawyer.