What is a 368 reorganization?

What is a 368 reorganization?

Internal Revenue Code (IRC) Section 368 allows merger and acquisition transactions to qualify as a reorganization when an acquiring corporation gives a substantial amount of its own stock as consideration to the acquired (or “target”) corporation.

What is a Type e reorganization?

E-REORGANIZATIONS Typically, an E-reorganization involves exchange of bonds for stock, bonds for bonds, or stock for stock.

What is an f reorganization?

The I.R.C. defines a F Reorganization as “a mere change in identity, form, or place of organization of one corporation, however effected.”[1] This mere change can be accomplished in many ways and for different reasons.

What determines if an acquisition is taxable or tax-free?

The buyer must acquire “substantially all” of the target’s assets (defined as at least 70% and 90% of the FV of the target’s gross assets and net assets, respectively) for the transaction to qualify for tax-free treatment.

What is a tax free reorganization?

Certain types of corporate acquisitions, divisions, and other restructurings which are generally not taxable at the corporate or stockholder level. The transaction must meet strict statutory and non-statutory requirements (see IRC § 368 and Treasury Regulations ).

What are the requirements for a corporation to qualify as a tax free reorganization?

To qualify as a tax-free reorganization, stock of the buyer (or buyer’s affiliate) generally must be used as a significant portion of the consideration (varying from about 40% to 100% of the consideration, depending on the type of tax-free reorganization) and, in certain tax-free reorganizations, the stock must be …

Why do a reverse triangular merger?

One of the reasons to pursue reverse cash or triangular merger is the ability to maintain the target company’s legal status, which helps it preserve contracts and other nontransferable assets. Also, the transaction structure makes it easier to squeeze out minority shareholders or cash out options.

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