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5 These arrangements are usually structured by investment bankers, and, if structured properly, will not result in a deemed sale of the stock by the hedging party for income tax purposes Sometimes such hedging arrangements are not available or feasible, in which case the seller should consider attempting to obtain a put right from the acquiring corporation, which, if structured properly, would not affect the tax-free nature of the reorganization Although not technically a hedge, another possibility would be to request that the acquiring corporation issue convertible preferred stock rather than common stock to the sellers pursuant to the reorganization The convertible preferred stock would have liquidation rights superior to the holders of the corporation s common stock, thereby hedging the sellers investment risk by essentially requiring the holders of common stock in the acquiring corporation to bear losses to the value of the acquiring corporation to the extent of the value of the outstanding common stock before the preferred holders would have to bear any losses yet it would allow the sellers to ride the upside of owning common stock through the conversion feature If this route is pursued, however, care must be taken to ensure that the applicable reorganization requirements are met and the stock is not considered nonqualified preferred stock pursuant to Code Sections 351 and 354



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Syntax:

3:

directed at that port would extricate the preceding information from a Solaris box even if port 111 were blocked Although the best RPC scanning tool we ve seen comes with a commercial tool, Network Associates Inc s CyberCop Scanner, hackers could use specific arguments with rpcinfo to look for specific RPC applications For example, to see if the target system at 19216820234 is running the ToolTalk Database server (TTDB), which has a known security issue (see 8), you could enter

Comment createComment(in DOMString data);

other nonstock consideration without being taxed on the stock portion of the consideration A potential nontax problem with this form of reorganization is that the acquirer directly assumes the liabilities of the acquired corporation in the merger, which can pose a risk to the acquirer s other existing businesses and assets





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100083 is the RPC program number for TTDB There is no simple way to limit this information leakage other than to use some form of authentication for RPC (check with your RPC vendor to learn which options are available) or to move to a package like Sun s Secure RPC that authenticates based on public-key cryptographic mechanisms Finally, make sure that port 111 and 32771 (rpcbind) are filtered at the firewall We ve already touched on them in the previous section on NT enumeration, but the classic way to enumerate applications on almost any system is to feed input to a known listening port using telnet or netcat (telnet negotiations are different from the raw connects performed by netcat) We won t detail the same information here, other than to hint at some useful auditing functions for netcat that can be found in the distribution readme files Try redirecting the contents of a file into netcat to nudge remote systems for even more information For example, create a text file called nudgetxt containing the single line GET / HTTP/10 followed by two carriage returns, then:

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data: The content for the newly created Comment node Description: Creates a Comment node whose data is the given string Returns: The new Comment node Exceptions: None

nc -nvv -o bannerstxt 19216820234 80 < nudgetxt HTTP/10 200 OK Server: Sun_WebServer/20 Date: Sat, 10 Apr 1999 07:42:59 GMT Content-Type: text/html Last-Modified: Wed, 07 Apr 1999 15:54:18 GMT ETag: "370a7fbb-2188-4" Content-Length: 8584 <HTML> <HEAD> <META NAME="keywords" CONTENT="BigCorp, hacking, security"> <META NAME="description" CONTENT="Welcome to BigCorp's Web site BigCorp is a leading manufacturer of security holes"> <TITLE>BigCorp Corporate Home Page</TITLE>

This type of reorganization involves the acquisition of at least 80 percent of the stock of the corporation to be acquired solely in exchange for voting stock of the acquiring corporation The acquiring corporation may not pay a single dollar of nonstock consideration Though less flexible than a straight merger, in this type of reorganization the acquirer does avoid the problem of assuming the liabilities of the acquired corporation This is so because those liabilities remain encapsulated in the acquired corporation (which becomes a subsidiary of the acquired corporation) This same result may be accomplished, however, through use of a subsidiary merger (discussed below), which is generally more flexible and therefore preferable to stock-forstock reorganizations

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