Although there are clear advantages to structuring the AM operations by share swouillants, selling shareholders must take into account the disadvantages, particularly the fact that they do not receive consideration and liquid assets during the transaction. This is particularly important when individual promoters, as sales shareholders, are required to significantly tax the profits from the sale of their shares. The terms of the conclusion should therefore be negotiated with sufficient specificity to ensure that the interests of each party to the merger are fully taken into account. Before the swap, each party must accurately evaluate its business so that a fair “swap” can be calculated. The valuation of a business is usually complex; In addition to fair value, investment value and own value should be determined. A typical share exchange transaction for an employee of a company that is partially compensated by shares involves the exchange of shares already held by shares already held by new shares resulting from the exercise of stock options. For the most part, the employee exchanges existing shares for a new share rate relative to an exchange rate. The main advantage of this swap is that the employee does not need to use cash to obtain the new shares; the downside is that the swap can trigger tax debts. Any employee who is faced with this situation should look for a qualified person to help validate the costs and benefits of the move. Stock exchange is a complex transaction that is preferably done with the help of a consultant. In 2017, Dow Chemical Company (“Dow”) and E.I.
du Pont de Nemours -Company (“DuPont”) a merger that gave Dow shareholders a swap ratio of 1.00 Shares of DowDuPont (the combined company) for each DowDuPont share and a swap ratio of 1,282 DowDuPont shares for each DuPont share. At the end of the evaluation, the parties agree to a swap report. The report determines the number of shares each shareholder receives. The acquiring company may also need to add an additional incentive in the form of shares to ensure that the board of directors of the acquired company accepts the acquisition. In South Korea, the concentration rate is defined by a formula defined in accordance with the law when both companies are listed on the KRX. In the event of mergers and acquisitions, a company pays for the acquisition of the target company on the open market by issuing its shares to the shareholders of the target company. The term “stock exchange” is used in the rarest circumstances of an employee who wishes to exercise his stock options and convert them into shares. An employee who was a co-founder or former purchaser of a successful start-up might find that he or she has the opportunity to buy a lot of shares, but that the money needed to buy these shares is prohibitive.