Reorganizations for S and C Corporations

Description

This course will cover topics that apply to both S & C corporations (§1371(a)). The participant will gain an understanding of the basic rules that apply to corporate reorganizations and the problems and pitfalls that apply to acquisitive and divisive reorganizations.

Highlights

LINK AND INSTRUCTIONS TO COME FROM AES TAX ONE DAY PRIOR TO SESSION

Objectives

After completing this course the participants will be able to:

• Explain the basic statutory and judicial requirements of §368, including A, B, C, D, E, and F reorganizations, and using and F reorganization with a QSub election.
• Illustrate the different state law requirements as they apply to each type of reorganization.
• Describe the §355 spin-off, split-off, and split-up provisions; the requirements of §355; commonly encountered problems; and applying for a PLR.
• Explain the advantages and disadvantages of triangular and reverse-triangular reorganizations.
• Illustrate the limits on using  net operating loss after and equity structure shift under §382.
• Describe the advantages and disadvantages of the different types of reorganizations.
• Determine when a specific type of reorganization should be considered, as dictated by the objectives of the penalties, including the different types of reorganizations which require a vote of either the target or the acquiring corporation shareholders.
• Explain what the term "dissenting right" means in a shareholder vote.
• Describe reorganizations where contracts and leases and ID number of the target corporation survive.
• Describe the effect of a statutory merger using disregarded entities.
• Describe the tax attributes under §381(c) which survive in a reorganization.