The most convoluted, arcane, unintelligible part of the Internal Revenue Code is the part concerning the taxation of corporate reorganizations. A straight merger would work, but there are also a bunch of other possibilities.
Meanwhile, from the SEC filings, CCA is bankrupt. Liabilities exceed assets by $62,554,000. What are the shareholders of CCA to receive, according to the proposal? If they receive anything, it is a fraud on the shareholders of PZN, IMO.
The perpetual statement that we need CCA troubles me. For $62,554,000, you could set up a new management division, with a clean slate, and no debt.
Another thing that troubles me is that CCA shows a $6,500,000 expense for the use of the name CCA. Paid to whom?? Why? Are we supposed to assume that expense? Call the damned thing Acme Prison Company! That looks to me like another waste of our money.