Federal Tax

Single Entity Reorganizations: Recapitalizations and F Reorganizations (Portfolio 774)

  • This Portfolio analyzes the tax consequences of single-company reorganizations: recapitalization under §368(a)(1)(E) and a change in identity, form, or place under §368(a)(1)(F).


Bloomberg Tax Portfolio, Single Entity Reorganizations: Recapitalizations and F Reorganizations, No. 774, describes the special features and analyzes the tax consequences of corporate reorganizations involving a single company, specifically, the recapitalization under §368(a)(1)(E) and a mere change in identity, form or place of organization under §368(a)(1)(F).

The Portfolio discusses each type of reorganization separately, and in relation to one another and to the other types of reorganizations under §368. With respect to recapitalizations, the Portfolio compares transactions technically qualifying under §368(a)(1)(E) with those which, while possibly not qualifying, are commonly referred to as recapitalizations. With regard to the F reorganization, a 1982 statutory amendment limited the provision to transactions involving a single corporation; special attention is paid to explaining the purpose and effect of this change, and to distinguishing the F reorganization reincorporation transaction from other types of multi-party reorganizations.

A significant portion of the Portfolio is devoted to describing the tax consequences of recapitalizations and F reorganizations both to the corporations involved and to their shareholders and security holders. A special section is devoted to analyzing the tax consequences of various specific types of recapitalization transactions.

Table of Contents

I. Introduction
II. Requirements for an F Reorganization
III. Requirements for an E Reorganization
IV. Basic Tax Consequences of E and F Reorganizations
V. Detailed Consequences of Various Recapitalization Exchanges
VI. Application of §305 to Recapitalizations
VII. Liquidation-Reincorporation and Multiple F Reorganizations
VIII. The Step-Transaction Doctrine as Applied to F Reorganizations
IX. Cross-Border F Reorganizations
X. Mutual-to-Stock Conversions
XI. Estate Freeze Recapitalizations
XII. Section 306 Stock
XIII. Reporting Requirements

Michael Kliegman
Senior Counsel
Akin Gump Strauss Hauer & Feld LLP
Join our Tax Regulatory Alerts for breaking news

By clicking submit, I agree to the privacy policy.