CHAPTER FIVE
Corporate Reorganizations
§ 5.1 Introduction
(a) Importance of Reorganization Provisions in Bankruptcy and Insolvency Restructuring
(b) Exception to the General Rule of Taxation
(c) Overview of Section 368
§ 5.2 Elements Common to Many Reorganization Provisions
(a) Overview
(b) Business Purpose
(c) Continuity of Business Enterprise
(i) COBE Regulations for Transactions prior to October 25, 2007
(ii) COBE Regulations for Transactions after October 25, 2007
(d) Continuity of Interest
(i) Signing Date Rule
(e) Control
(f) Contingent and Escrowed Shares
(g) Tax Treatment: Operative Provisions
(h) Substance over Form and Step Transaction Doctrines
§ 5.3 Overview of Specific Tax-Free Reorganizations under Section 368
§ 5.4 Acquisitive Asset Reorganizations
(a) A Reorganization: Merger or Consolidation
(b) C Reorganization
(i) Overview
(ii) “Substantially All”
(iii) Liquidation
(iv) Distribution to Creditors
(c) Triangular Asset Acquisitions
(d) Acquisitive D Reorganization
(i) Overview
(ii) “Substantially All”
(iii) Distribution of Stock
(iv) Control
(v) Section 357(c)
(A) Current Law
(B) Prior Law
(vi) Other Issues
§ 5.5 Stock Acquisitions
(a) B Reorganization
(i) Overview
(ii) “Solely for Voting Stock”
(iii) Control
(b) Reverse Triangular Mergers
(i) Overview
(ii) Basis
(iii) “Substantially All,” “Drops,” and “Pushups”
(iv) Forward and Reverse Mergers: Other Consequences
§ 5.6 Single-Entity Reorganizations
(a) E Reorganization
(b) F Reorganization
§ 5.7 Divisive Reorganizations ...
