Reuters, September 29, 2010 by Bill Berkrot
http://uk.reuters.com/article/idUKTRE68S4WO20100929
“This is literally one of the things that keep M&A lawyers up at night,” said Eric Talley…. “People have tried that kind of an argument in a lot of judicial venues to say, ‘Judge, I want you to ignore the formal structure of this merger and pierce into its economic realities and call it what it is.’ Courts have been very unfriendly to that approach,” Talley said. While there is at least one notable exception … Talley said, “the doctrine has continued to persist in corporate law that the way you structure a deal really matters.”