A Reverse Morris Trust is a US tax structure that allows a corporation to divest a subsidiary to an acquirer in a tax-free transaction under IRS rules, provided certain ownership and holding period conditions are met. In Eaton's case, the structure enables the company to transfer its Mobility Group to Dana while avoiding the large capital gains tax that a direct sale of a $5.1 billion business unit would trigger. The structure requires that Eaton shareholders own at least 50.1% of the merged entity post-transaction, which is the reason Dana shareholders are left with a minority stake. Reverse Morris Trust transactions have been used across the industrials, telecom, and media sectors and are generally viewed as shareholder-friendly for the divesting company, though they can create dilution concerns for the acquiring company's existing shareholders.