Introduction

In most aspects the problems arising in connection with acquisition of oil and gas producing companies, by whatever method, are essentially the same as those arising in connection with mergers and other acquisitions or other types of commercial organizations. The differences result primarily from the nature of the assets, particularly the depletable assets of oil and gas companies.

The primary difference is that the form of the transaction is usually dictated by the substantial advantages, both to buyer and seller, from the ABC transaction. It is almost universally true that from both points of view, production to the buyer is obvious. From the stand-point of the seller, even if the tax basis is almost nil, the price obtainable in a production payment transaction quite often is greater after taxes than the value obtainable in a tax free transaction.

The second difference is that in a transaction involving producing oil and gas properties the legal work involved in conveyancing and title examination is usually substantially greater than is involved in most other commercial transactions.

Basically, there are two types of corporate acquisitions - tax free reorganizations and taxable transactions.

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