Tax-free reorganizations

  • Advising pursuant to statutory mergers and consolidations under 368(a)(1)(A), reverse triangular mergers under 368(a)(2)(E), and forward triangular mergers under 368(a)(2)(D);
  • Advising on business purpose, continuity of shareholder interest, continuity of business enterprise;
  • Advising on stock for stock acquisitions under 368(a)(1)(B);
  • Advising on dropdown before or after B reorganization;
  • Advising on creeping B reorganization;
  • Advising for proper minor boot for the “no boot” 368(a)(1)(B) stock for stock exchange;
  • Advising pursuant to stock for asset acquisitions under 368(a)(1)(C);
  • Normal C reorganization, subsidiary C reorganization and merging C reorganization;
  • Solely rule under B and C reorganizations;
  • Advising on mergers with disregarded entities pursuant to 1.368-2(b)(1);
  • Drafting all forms of tax-free reorganizations;
  • Advising on contingent payment tax-free reorganizations;
  • Advising all parties involved, including acquisition corporation, target corporation and shareholders of both corporations in tax-free reorganizations, including advising on holding period, character of gain if any, and gain if any;
  • Advising on corporate divisions under 355 including spin-off, split-off and split-up;
  • Analyzing continuity of interest in 355 split-up followed by merger;
  • Analyzing the 355(d) disqualified distribution and 355(e) stock issuance in multi-step transactions;
  • Advising on failed divisions, including the ordinary income or exchange treatment under 301/302/331 and corporate level tax under 311;
  • Advising in 368(a)(1)(E) recapitalizations, including bonds for stocks, bonds for bonds, and stock for stock;
  • Advising in liquidations and reincorporation under nondivisive D reorganizations under 368(a)(1)(D) and attempt to limit dividend treatment;
  • Advising in change in tax-free F reorganizations under 368(a)(1)(F) resulting in change in identity, form or place of the entity;
  • Advising bankruptcy counsel in insolvency reorganizations under 368(a)(1)(G);
  • Material modification of debt;
  • Cancellation of indebtedness income exceptions; and
  • Substance-over-form, economic-substance, step-transaction, and re-characterization doctrines.