MERGER

[TAXMAN]

Wilmington trust merger with MTB 05-16-2011. Basis in WT was $4500.00. On 5-16-2011 we got .051372 shrs of MTB (6) for our shares in WT(125). It would appear that this is a taxable loss here.

In the prospectus summary it states: The merger is intended to be taxable to Wilmington Trust Stockholders as to the shares of M&T common stock they receive.

It would appear that this does not qualify for the like kind exchange rules based on the statement.

Am I on the right track or do I wind up with an extremely high basis per share in new stock?

Any thought on this one?

THANKS

[OldJack]

Usually if there is a statement of taxable it is because there was a cash payment also with the shares of the new entity. You need to research this further. I see no indication of a deductible $ loss from your numbers.

[jlewis]

Some info that may help-

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No. 1

to

Form S-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

M&T Bank Corporation

This summary is from above filing, see last paragraph with reference to page number in S-4

SUMMARY

This summary highlights selected information from this proxy statement/prospectus. It may not contain all the information that is important to you. We urge you to read carefully this entire document and the other documents we refer you to for a more complete understanding of the merger between M&T and Wilmington Trust. In addition, we incorporate by reference into this proxy statement/prospectus important business and financial information about M&T and Wilmington Trust. You may obtain the information incorporated by reference into this proxy statement/prospectus without charge by following the instructions in the section entitled “Where You Can Find More Information” on Page 82. Each item in this summary includes a page reference directing you to a more complete description of that item. Unless otherwise indicated in this proxy statement/prospectus or the context otherwise requires, all references in the proxy statement/prospectus to “M&T,” “we,” “our” or “us” refer to M&T Bank Corporation. All references to “the Company” or to “Wilmington Trust” refer to Wilmington Trust Corporation.

We Propose a Merger of Wilmington Trust and Merger Sub (Page 53)

We propose that Merger Sub, a wholly owned direct subsidiary of M&T, will merge with and into Wilmington Trust, with Wilmington Trust as the surviving corporation. Upon completion of the merger, Wilmington Trust will become a wholly owned subsidiary of M&T, and Wilmington Trust common stock will no longer be publicly traded. We currently expect to complete the merger by mid-year 2011, subject to the receipt of regulatory approvals and other customary closing conditions.

In the Merger, Wilmington Trust Common Stockholders Will Have a Right to Receive 0.051372 of a Share of M&T Common Stock per Share of Wilmington Trust Common Stock (Page 53)

Under the terms of the merger agreement, Wilmington Trust common stockholders will have the right to receive 0.051372 of a share of M&T common stock for each share of Wilmington Trust common stock held immediately prior to the merger. M&T will not issue any fractional shares of M&T common stock in the merger. Wilmington Trust common stockholders who would otherwise be entitled to a fractional share of M&T common stock will instead receive a payment of cash in lieu of such fractional share.

What Holders of Wilmington Trust Stock Options and Stock Based Awards Will Receive (Page 53)

Under the terms of the merger agreement, upon completion of the merger, all outstanding and unexercised employee and director options to purchase shares of Wilmington Trust common stock (whether vested or unvested) will, by virtue of the merger, be cancelled and cease to exist and no payment will be made on such options.

Under the terms of the merger agreement, each share of restricted stock that is outstanding immediately prior to the merger and each other right of any kind to receive shares of Wilmington Trust common stock (other than stock options) granted under Wilmington Trust’s stock plans will, subject to applicable law and otherwise subject to the terms of the applicable stock award or plan, fully vest and, upon completion of the merger, be converted into the right to receive the merger consideration. The foregoing applies to shares issued under Wilmington Trust’s 1996 Long-Term Incentive Plan, 1999 Long-Term Incentive Plan, 1999 Executive Incentive Plan, Amended and Restated 2002 Long-Term Incentive Plan, 2001 Non-Employee Directors’ Stock Option Plan, 2004 Executive Incentive Plan, Amended and Restated 2005 Long-Term Incentive Plan, Amended and Restated Directors’ Deferred Fee Plan, 2009 Executive Incentive Plan, and 2009 Long-Term Incentive Plan.

The Merger Is Intended to Be Taxable to Wilmington Trust Common Stockholders as to the Shares of M&T Common Stock They Receive (Page 67)

The merger generally will be a taxable transaction to you, and you will generally recognize gain or loss in an amount equal to the difference, if any, between (i) the sum of the value of the M&T common stock plus the amount of any cash received in lieu of fractional shares of M&T common stock and (ii) your adjusted tax basis in the shares of Wilmington Trust common stock exchanged in the merger.

Edited June 16, 2012 by kcjenkins
To highlight the tax treatment portion