Details of Patterns of Reorganization

Classification of Accepted Patterns of Reorganization

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

 

To receive our free newsletter, contact us here.

Subscribe our YouTube Channel for more updates.

Alan Olsen, CPA

 

Alan Olsen, is the Host of the American Dreams Show and the Managing Partner of GROCO.com.  GROCO is a premier family office and tax advisory firm located in the San Francisco Bay area serving clients all over the world.

 

Alan L. Olsen, CPA, Wikipedia Bio

 

GROCO.com is a proud sponsor of The American Dreams Show.

 

American-Dreams-Show-Accounting-firm-in-ca-cpa-tax-advisors-groco-alan-olsen

The American Dreams show was the brainchild of Alan Olsen, CPA, MBA. It was originally created to fill a specific need; often inexperienced entrepreneurs lacked basic information about raising capital and how to successfully start a business.

Alan sincerely wanted to respond to the many requests from aspiring entrepreneurs asking for the information and introductions they needed. But he had to find a way to help in which his venture capital clients and friends would not mind.

The American Dreams show became the solution, first as a radio show and now with YouTube videos as well. Always respectful of interview guest’s time, he’s able to give access to individuals information and inspiration previously inaccessible to the first-time entrepreneurs who need it most.

They can listen to venture capitalists and successful business people explain first-hand, how they got to where they are, how to start a company, how to overcome challenges, how they see the future evolving, opportunities, work-life balance and so much more..

American Dreams discusses many topics from some of the world’s most successful individuals about their secrets to life’s success. Topics from guest have included:

Creating purpose in life / Building a foundation for their life / Solving problems / Finding fulfillment through philanthropy and service / Becoming self-reliant / Enhancing effective leadership / Balancing family and work…

Untitled_Artwork copy 4

MyPaths.com (Also sponsored by GROCO) provides free access to content and world-class entrepreneurs, influencers and thought leaders’ personal success stories. To help you find your path in life to true, sustainable success & happiness.  It’s mission statement:

In an increasingly complex and difficult world, we hope to help you find your personal path in life and build a strong foundation by learning how others found success and happiness. True and sustainable success and happiness are different for each one of us but possible, often despite significant challenges.

Our mission at MyPaths.com is to provide resources and firsthand accounts of how others found their paths in life, so you can do the same.

Posted in
5 Best and Worst States for Wealthy Retirees

5 Best and Worst States for Wealthy Retirees

Determining The Best & Worst States for Wealthy Retirees Can be Subjective Retirement marks a significant phase in life, offering a new world of opportunities and choices. One critical decision for affluent retirees is selecting the right state to enjoy their golden years. In this post, we’ll explore the 5 best and worst states for…

Building Extraordinary Family Legacy 101

Family Legacy 101

The family “Legacy Builder” conference was a huge success!  The next conference will be in mid-May… This was the inaugural “how to” strategically build a family legacy event. On January 25, 2024, single and multi-family offices and high-net-worth individuals from around the world learned how to create a family legacy. Legacy Builder guests shared examples…

Chris Maxson Ignites Fireplace Innovation

Chris Maxson Ignites Fireplace Innovation

Chris Maxson, owner of Acucraft Fireplace Systems and Managing Partner, Maxson family’s business ventures discusses igniting innovation in the fireplace industry with Alan Olsen. Below are some of the key aspects of Chris Maxson’s influence on the fireplace industry and his unique approach with Acucraft Fireplace Systems. They indicate the rich legacy and innovation themes discussed.…

14 Best Accounting Jokes and Financial Humor

The Best Accounting Jokes for Financial Experts in 8 Laughs & Ledgers: Welcome to the lighter side of accounting! Yes, you read that right. While debits, credits, and balance sheets are serious business, who says accountants can’t have a sense of humor? Today, we’re diving into the funniest accounting jokes that even your auditor can’t…