What is a requirement for a Mergers and Acquisitions deal to be classified as "tax-free"?

A Mergers and Acquisitions deal can be classified as "tax-free" when sellers must receive a significant portion of their consideration in the form of the buyer's stock. Specifically, in most cases, this is at least 80% of the total consideration for the deal. However, under certain tax-deferred exchange rules outlined in the Internal Revenue Code, a minimum of 50% in the form of the buyer's common stock is a common threshold that allows for tax-deferral treatment. This means that the seller does not immediately recognize gain or loss for tax purposes upon the transaction, potentially deferring taxation until a later date when they dispose of the shares received.

The other options do not accurately reflect requirements for a tax-free status in M&A transactions. While retaining 100% ownership, assuming debts, or prohibiting asset exchanges might influence the structure and implications of the transaction, they do not directly fulfill the criteria for the tax-free classification that hinges on the proportion of equity received in exchange for the seller's stock.