Details of Patterns of Reorganization

• “A” Reorganization
• “B” Reorganization
• “C” Reorganization
• “D” Reorganization
• “E” Reorganization
• “F” Reorganization
• “G” Reorganization

“A” Reorganization

Type “A” Reorganization consists of
• Merger
• Consolidation

Both involve the acquisition of one company’s assets by another.

Merger

Explanation:

• Target transfers its assets and liabilities to Acquiring in exchange for part of Acquiring Corporation’s stock.

• Target exchanges the Acquiring stock received for all of its shareholders’ Target stock, and Target dissolves.

• After the reorganization, Target Corporation no longer exists and Target shareholders are now shareholders of Acquiring Corporation.

Consolidation

Explanation:

• T1 and T2 transfer their assets to C in exchange for C’s stock.

• T1 and T2 exchange the C stock received for the T1 and T2 stock held by their shareholders, and then TI and T2 dissolve.

• After the reorganization, T1 and T2 no longer exist, and the T1 and T2 shareholders are now shareholders of C Corporation.

Conclusion

The end result of an “A” reorganization, merger or consolidation, is one surviving corporation. It may be undesirable where management of the acquiring corporation does not want to combine the assets of its corporation with those of the target. A possible solution would be for the acquiring corporation to create a new subsidiary and transfer the assets of the target company to the newly formed (or existing) subsidiary in a nontaxable § 3 5 1 exchange.

Return to Corporate Tax Planning

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