Federal Tax

Corporate Acquisitions — (A), (B), and (C) Reorganizations (Portfolio 771)

  • This Portfolio discusses the requirements necessary to qualify a transaction as an “A,” “B,” or “C,” Reorganization; a Forward Triangular Merger; or a Reverse Triangular Merger.


Bloomberg Tax Portfolio, Corporate Acquisitions — (A), (B), and (C) Reorganizations, No. 771, discusses the requirements necessary to qualify a transaction as an “A” Reorganization, “B” Reorganization, “C” Reorganization, Forward Triangular Merger, or Reverse Triangular Merger. In addition to discussing the basic requirements, this Portfolio examines the consequences to the various parties involved in a reorganization, with an emphasis on practical problems and planning techniques.

Throughout this Portfolio, the relative advantages and disadvantages of the various types of acquisitive reorganization are compared. Through that comparison, along with an analysis of the particular facts, a practitioner should be able to make an informed judgment as to which, if any, type of acquisitive reorganization fits the circumstances of the parties.

For additional material with respect to the various means of effecting corporate acquisitions, see  770 T.M., Structuring Corporate Acquisitions — Tax Aspects.

Table of Contents

I. Overview
II. Choosing a Transaction Structure
III. Acquisitive Asset Reorganizations
IV. Acquisitive Stock Reorganizations
V. Requirements and Doctrines Common to All Acquisitive Reorganizations
VI. Treatment of Parties to a Reorganization
VII. Reorganizations Involving S Corporations and Noncorporate Entities
VIII. Reorganizations Involving Foreign Corporations
IX. Obtaining Rulings from the IRS
X. Reporting Requirements
XI. Tax Treatment of Reorganization Expenses

Kirt Switzer
Latham & Watkins LLP
Gary Wilcox
Mayer Brown LLP
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