Rock Corporation acquires all of the assets of Stone Corporation using only its voting stock. Stone Corporation distributes the Rock stock to its shareholders pursuant to its liquidation. After the acquisition, Stone Corporation's shareholders own 20% of the Rock stock (by voting power and value). The transaction is classified as a

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This transaction is classified as a Type C reorganization because it involves the acquisition of assets by one corporation solely in exchange for voting stock of the acquiring corporation and the distribution of that stock to the shareholders of the target corporation. The fact that Stone Corporation's shareholders own 20% of the Rock stock after the acquisition is irrelevant to the classification of the transaction.

Rock Corporation Acquires All of the Assets of Stone Corporation