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Reverse Morris Trust

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A Reverse Morris Trust in United States law is a transaction that combines a divisive reorganization ( spin-off ) with an acquisitive reorganization ( statutory merger ) to allow a tax-free transfer (in the guise of a merger) of a subsidiary. It may be especially useful when one publicly-traded C-corporation wants to sell an asset of at least $ 1 billion to another publicly-traded C-corporation.

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47-416: A Reverse Morris Trust is used when a parent company has a subsidiary (sub-company) that it wants to sell in a tax-efficient manner. The parent company completes a spin-off of a subsidiary to the parent company's shareholders. Under Internal Revenue Code section 355 , this could be tax-free if certain criteria are met. The former subsidiary (now owned by the parent company's shareholders, but separate from

94-488: A tiered structure . Holding companies are also created to hold assets such as intellectual property or trade secrets , that are protected from the operating company. That creates a smaller risk when it comes to litigation . In the United States, 80% of stock, in voting and value, must be owned before tax consolidation benefits such as tax-free dividends can be claimed. That is, if Company A owns 80% or more of

141-515: A $ 600 million stake (51%) in Kylie Cosmetics , the company of media personality and model Kylie Jenner . In June 2020, the company announced that it would buy a 20% stake for $ 200 million in KKW, a company owned by Jenner's sister Kim Kardashian West . On December 1, 2020, Coty completed sale of Wella , Clairol , OPI and ghd brands stake to KKR for $ 2.5bn in cash whilst retaining 40% stake in

188-482: A consumer products company". Coty acquired Bourjois in 2014. During 2015–2016, Coty acquired 41 beauty brands from Procter & Gamble (collectively known as Galleria), including Clairol, CoverGirl, Gucci, Hugo Boss, Lacoste, Max Factor, and Wella. The agreement, completed as a Reverse Morris Trust , made Coty the third largest global seller of cosmetics. Coty also acquired the digital marketing technology agency Beamly in 2015. The company entered into

235-492: A key player in the American lipstick market with the launch of Coty 24 in 1955. By the 1960s, Coty had become a leading fragrance manufacturer and marketer and the largest fragrance company in the U.S. It attracted the attention of Pfizer , which acquired the company in 1963. In 1991, the company had annual sales of approximately $ 280 million. Pfizer sold Coty to Joh. A. Benckiser (now known as JAB Holding Company) in 1992. Coty

282-494: A license agreement with Miu Miu , a subsidiary of Prada . Coty filed to go public in June 2012, and raised approximately $ 1 billion during its initial public offering (IPO) one year later. The IPO, held in 2013, was the third largest in the US at the time and the largest by a final goods company since Michael Kors . CNN Money described the offering as the "largest U.S.-listed IPO for

329-477: A license agreement with Tiffany & Co. in 2016. During 2016–2017, Coty acquired Hypermarcas' (now known as Hypera Pharma ) beauty and personal care business, ghd, and became a majority stakeholder in the peer to peer digital beauty company Younique . Younique had approximately 80,000 sellers when Coty purchased a 60 percent stake in January 2017, and surpassed 230,000 sellers by December. Coty announced that it

376-517: A matter of broadcast regulation . In the United States, a personal holding company is defined in section 542 of the Internal Revenue Code . A corporation is a personal holding company if both of the following requirements are met: A parent company is a company that owns enough voting power in another firm (or subsidiary ) to control management and operations by influencing or electing its board of directors . The definition of

423-628: A new trend in mass-produced fragrance packaging. Coty also established a "Perfume City" in the suburbs of Paris during the early 1910s to handle administration and fragrance production; the site was an early business supporter of female employees and offered benefits including child care. The company began its global expansion in the early 1910s, first in London and New York. Coty established U.S. headquarters at 714 Fifth Avenue in New York City, and commissioned Lalique to design pressed glass panels for

470-425: A parent company differs from jurisdiction to jurisdiction, with the definition normally being defined by way of laws dealing with companies in that jurisdiction. When an existing company establishes a new company and keeps majority shares with itself, and invites other companies to buy minority shares, it is called a parent company. A parent company could simply be a company that wholly owns another company, which

517-558: A portion of its IS&GS business to Leidos in a $ 5 billion transaction in early 2016. The transaction included a $ 1.8 billion one-time special cash payment to Lockheed Martin. Lockheed Martin shareholders received 50.5% equity in Leidos. On February 2, 2017, Entercom announced that it had agreed to acquire CBS Radio . The sale was conducted using a Reverse Morris Trust so that it was tax-free. On April 1, 2017 Hewlett Packard Enterprise 's enterprise service division acquired CSC to form

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564-482: A subsidiary to which it sold these assets. Verizon distributed the shares of this new subsidiary to Verizon's shareholders. The parties then completed a Reverse Morris Trust with FairPoint, where the original Verizon shareholders had a majority ownership of the newly merged company and the FairPoint management ran the new company. Verizon was able to divest their access lines in a tax-free manner. Lockheed Martin divested

611-465: A tending subsidiary of the purchasing company, which, in turn, becomes the parent company of the subsidiary. (A holding below 50% could be sufficient to give a parent company material influence if they are the largest individual shareholder or if they are placed in control of the running of the operation by non-operational shareholders.) In the United Kingdom, the term holding company is defined by

658-458: Is defined by Part 1.2, Division 6, Section 46 of the Corporations Act 2001 (Cth) , which states: A body corporate (in this section called the first body) is a subsidiary of another body corporate if, and only if: Toronto-based lawyer Michael Finley has stated, "The emerging trend that has seen international plaintiffs permitted to proceed with claims against Canadian parent companies for

705-453: Is sometimes done on a per- market basis. For example, in Atlanta both WNNX and later WWWQ are licensed to "WNNX LiCo, Inc." (LiCo meaning "license company"), both owned by Susquehanna Radio (which was later sold to Cumulus Media ). In determining caps to prevent excessive concentration of media ownership , all of these are attributed to the parent company, as are leased stations , as

752-436: Is then known as a " wholly owned subsidiary ". Coty Coty Inc. is an American multinational beauty company founded in 1904 by François Coty . With its subsidiaries, it develops, manufactures, markets, and distributes fragrances , cosmetics , skin care , nail care, and both professional and retail hair care products. Coty owns around 40 brands as of 2024. Coty is one of the world's largest beauty companies and

799-528: Is to "celebrate and liberate the diversity of beauty". The company has approximately 20,000 full-time employees in 46 countries, as of mid 2018. Coty's executive offices are located in London . The Consumer Beauty, Luxury and Professional Beauty divisions are headquartered in New York City , Paris and Geneva , respectively. Peter Harf is Coty's chairman. Pierre Laubies was Coty's CEO, but on June 1, 2020, he

846-473: The Companies Act 2006 at section 1159. It defines a holding company as a company that holds a majority of the voting rights in another company, or is a member of another company and has the right to appoint or remove a majority of its board of directors, or is a member of another company and controls alone, pursuant to an agreement with other members, a majority of the voting rights in that company. After

893-641: The Court of Justice of the European Union 's European Court of Justice ruled that Coty did not violate competition laws by forbidding German distributor Parfümerie Akzente from selling products via Amazon , and that luxury brands are allowed to prohibit distributors from selling through third-party platforms. Previously, according to the United States House Committee on the Judiciary , Coty supported

940-560: The CoverGirl and Clairol brands, including the Nice 'n Easy hair coloring product, in late 2017 and early 2018, respectively. The relaunches included new messaging and product development, with an emphasis on diversity. The company also relaunched Max Factor in 2018. Coty was founded by François Coty in Paris in 1904. The brand's first fragrance, La Rose Jacqueminot, was launched the same year and

987-454: The Fortune 500 , Fortune magazine's annual list of the largest U.S. corporations by total revenue, in 2018. The company ranked number 5 on Women's Wear Daily 's 2017 "Top 100" list of the world's largest beauty manufacturers, estimating $ 9.15 billion in sales. According to Advertising Age , Coty was one of the largest global advertisers in 2017. In 2018, Coty ranked number 1,196 on

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1034-770: The Stop Online Piracy Act , a bill introduced to expand the ability of U.S. law enforcement to combat copyright infringement and counterfeit goods trafficking, in late 2011. Coty developed "Let's Get Ready" for the Amazon Echo Show ; the guide debuted in early 2018 and presents looks and products to users, which can be added to shopping carts . In February, Coty created a startup accelerator focused on artificial intelligence . The company underwent refinancing of debt, including debt associated with Galleria, in March 2018. In November 2019, Coty announced to purchase

1081-613: The financial crisis of 2007–2008 , many U.S. investment banks converted to holding companies. According to the Federal Financial Institutions Examination Council 's website, JPMorgan Chase , Bank of America , Citigroup , Wells Fargo , and Goldman Sachs were the five largest bank holding companies in the finance sector, as of December 2013 , based on total assets. The Public Utility Holding Company Act of 1935 caused many energy companies to divest their subsidiary businesses. Between 1938 and 1958

1128-531: The 1960s. Coty's Air Spun face powder was launched in 1935. The powder has been described by Real Simple as one of the "best beauty products of all time" and remains mostly unchanged. In the 1940s, Coty became a major supporter of the growing American fashion industry, launching the Coty American Fashion Critics' Awards to recognize and promote emerging American fashion designers. Coty discontinued its participation in 1985. Coty became

1175-455: The United Kingdom, is generally held that an organisation holding a 'controlling stake' in a company (a holding of over 51% of the stock) is in effect the de facto parent company of the firm, having overriding material influence over the held company's operations, even if no formal full takeover has been enacted. Once a full takeover or purchase is enacted, the held company is seen to have ceased to operate as an independent entity but to have become

1222-474: The United States as World War I soldiers started returning from France with gifts for loved ones. During the 1920s, Coty launched more than fifteen new fragrances and expanded into Germany, Italy, Spain, and Switzerland. Coty, Inc. was formed in New York in 1922, and became a publicly traded company in 1925. François Coty died in 1934; his family maintained control of the company and served as board members until

1269-492: The allegedly wrongful activity of their foreign subsidiaries means that the corporate veil is no longer a silver bullet to the heart of a plaintiff's case." The parent subsidiary company relationship is defined by Part 1, Section 5, Subsection 1 of the Companies Act, which states: 5.—(1) For the purposes of this Act, a corporation shall, subject to subsection (3), be deemed to be a subsidiary of another corporation, if — In

1316-562: The building's façade windows, which were installed in 1912. Coty remained headquartered in the building until 1941. The structure was later given landmark status by the New York City Landmarks Preservation Commission during the 1980s for its custom windows. Coty began selling other beauty products including face and body powders in the 1910s, and launched one of its most successful fragrances, Chypre , in 1917. The company's products gained more attention in

1363-642: The international advocacy group Global Citizen to tackle prejudice and discrimination based on gender, sexual orientation, disability, or ethnicity, and to promote self-expression. Coty has also joined other beauty companies to launch the Responsible Beauty Initiative to encourage sustainability within the industry. Coty has signed the United Nations Global Compact , a UN initiative to encourage businesses to adopt sustainable and socially responsible policies. Coty ranked number 371 on

1410-639: The largest fragrance company, with $ 5.3 billion in revenue for the fiscal year 2022. Coty acquired 41 beauty brands from Procter & Gamble in 2016, becoming the global leader in fragrance, the second largest company for hair color and styling products, and the third largest company for color cosmetics . The company operates three divisions: Consumer Beauty, which focuses on body care, color cosmetics, fragrances, and hair coloring and styling products; Luxury, for luxury cosmetic, fragrance, and skin care products; and Professional Beauty, which services beauty salon and nail salon professionals. Coty's mission

1457-515: The largest global fragrance maker. Coty acquired Del Laboratories' parent company, DLI Holding Corp., in 2007, adding the Sally Hansen and NYC New York Color brands to Coty's portfolio. The company entered into license agreements with Balenciaga in 2008 and Bottega Veneta in 2009. In 2010, Coty purchased nail polish maker OPI Products , as well as the skin care brand philosophy from The Carlyle Group . The company also entered into

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1504-720: The mid-2000s, the company focused on marketing celebrity-endorsed fragrances, including David Beckham, Céline Dion , Jennifer Lopez, Mary-Kate and Ashley Olsen , Sarah Jessica Parker , and Shania Twain . Coty also expanded its portfolio of luxury fragrances. It purchased the fragrance license for fashion designer Marc Jacobs in 2003. The company's revenue increased from $ 1.9 billion to $ 2.1 billion during 2004–2005. In 2005, Coty purchased additional licenses for Calvin Klein, Cerruti , Chloé, Lagerfeld, and Vera Wang from Unilever. These newest acquisitions, along with existing portfolio licenses including Adidas, Davidoff, and JOOP! , made Coty

1551-529: The new company called DXC Technology . On February 25, 2019 General Electric completed the transfer of its transportation products division to Wabtec , receiving a distribution of Wabtec shares and $ 2.9 billion cash. On May 17, 2021 AT&T announced that it was spinning off its content subsidiary WarnerMedia and merging it with Discovery, Inc. to form a new company, Warner Bros. Discovery, subject to regulatory approval. The deal, which closed in April 2022,

1598-571: The number of holding companies declined from 216 to 18. An energy law passed in 2005 removed the 1935 requirements, and has led to mergers and holding company formation among power marketing and power brokering companies. In US broadcasting , many major media conglomerates have purchased smaller broadcasters outright, but have not changed the broadcast licenses to reflect this, resulting in stations that are (for example) still licensed to Jacor and Citicasters , effectively making them such as subsidiary companies of their owner iHeartMedia . This

1645-499: The original Morris Trust transaction, but involving cash and bank loans rather than mere stock , Congress enacted Internal Revenue Code Section 355(e) in 1997. This provision imposes additional taxation on the distribution in the spin-off step whenever a 50% interest in a spun off company is transferred tax-free in the two years following a spin-off. Verizon wished to sell its access lines to FairPoint Communications . Rather than simply selling these assets to FairPoint, Verizon created

1692-436: The parent company) then merges with a target company to create a merged company. Under Internal Revenue Code section 368(a)(1)(A), this transaction could be largely tax-free if the former subsidiary is considered the "buyer" of the target company. The former subsidiary is the "buyer" if its shareholders (also the original parent company's shareholders) own more than 50% of the merged company. The original Morris Trust structure

1739-406: The sale of 43 of its beauty brands on July 9, 2015, to Coty . Parent company A holding company is a company whose primary business is holding a controlling interest in the securities of other companies. A holding company usually does not produce goods or services itself. Its purpose is to own stock of other companies to form a corporate group . In some jurisdictions around

1786-512: The standalone company. On October 1, 2021, Coty announced that it would sell an approximate 9% stake in Wella to KKR for $ 426.5 million. The deal cuts Coty's stake in Wella , Clairol , OPI and ghd brands to around 30.6%. Coty and its brands say they are committed to a range of social causes as well as seeking to minimize its environmental impact. The company has entered into a long-term partnership with

1833-540: The stock of Company B, Company A will not pay taxes on dividends paid by Company B to its stockholders, as the payment of dividends from B to A is essentially transferring cash within a single enterprise. Any other shareholders of Company B will pay the usual taxes on dividends, as they are legitimate and ordinary dividends to these shareholders. Sometimes, a company intended to be a pure holding company identifies itself as such by adding "Holding" or "Holdings" to its name. The parent company–subsidiary company relationship

1880-410: The world, holding companies are called parent companies , which, besides holding stock in other companies, can conduct trade and other business activities themselves. Holding companies reduce risk for the shareholders , and can permit the ownership and control of a number of different companies. The New York Times uses the term parent holding company . Holding companies can be subsidiaries in

1927-469: Was a strategic fit for Benckiser, which had another beauty subsidiary, as well as an international distribution network through which it could market Coty's products. Coty's fragrances at the time included Emeraude, Exclamation, L'Effleur, Preferred Stock, Sand & Sable, Tribe, and Wild Musk. Peter Harf, chairman and CEO of JAB since 1988, was named Coty's CEO in 1993. Coty acquired Unilever 's European cosmetic brands, including Rimmel, in 1996. During

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1974-527: Was cutting ties with Younique in August 2019, saying that Younique was "definitely different" from other businesses owned by Coty, and intended to sell its 60% stake in Younique back to its founders. Coty acquired licenses to Burberry 's cosmetics and fragrance brands in April 2017. In July, Coty added the skincare brand philosophy to Tmall , and launched other brands on the platform as well. In December 2017,

2021-609: Was packaged in a bottle designed by Baccarat . L'Origan was launched in 1905; according to The Week , the perfume "started a sweeping trend throughout Paris" and was the first example of "a fine but affordable fragrance that would appeal both to the upper classes and to the less affluent, changing the way scents were sold forever". Following its early successes, Coty was able to open its first store in 1908 in Paris' Place Vendôme . Soon after, Coty began collaborating with French glass designer René Lalique to create custom fragrance bottles, labels, and other packaging materials, launching

2068-591: Was replaced by Harf. Pierre-André Terisse was appointed chief financial officer in January 2019. In July 2020, it was announced that Sue Youcef Nabi will become the company's new chief executive officer. Nabi who has previously served as L'Oréal 's executive, is slated to take over the position in September the same year. JAB Holding Company is Coty's largest shareholder, with a 60 percent stake. Coty owns approximately 40 brands, as of 2024, and has partnerships with various other brands, including: Coty relaunched

2115-420: Was structured as a Reverse Morris Trust; at the time the deal was completed, AT&T's shareholders held a 71% stake in the combined company and appointed seven board members, while Discovery, Inc. held the remaining 29% and appointed six board members. Procter & Gamble was planning to sell its Pringles line of snacks to Diamond Foods in a leveraged, reverse Morris Trust split-off. The Pringles business

2162-574: Was the result of a favorable ruling by the United States Court of Appeals for the Fourth Circuit in 1966 in the case of Commissioner v. Mary Archer W. Morris Trust . The original Morris Trust structure is similar to the above Reverse Morris Trust structure. Instead of a former subsidiary merging with a target company, however, the parent company would merge with the target company. Following several leveraged Morris Trust transactions similar to

2209-505: Was to be transferred to a separate subsidiary which would assume approximately $ 850 million of debt. The two companies were unable to finalize the deal and, in February 2012, Procter & Gamble found another buyer in Kellogg's . Procter & Gamble used a similar transaction structure when it sold Folgers coffee to The J.M. Smucker Company in 2008 and used the same transaction structure with

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