Corporation Formation, Liquidation & Reorganization

Topics

August 31, 2026

M&A termination fees under Sec. 1234A: Developments since 2016

Capital gains vs. ordinary income treatment hinges on the nature of the underlying contractual rights or obligations and the underlying property.

August 31, 2026

Using a divisive D reorganization to shift ownership by creating a new S corporation

A Type D tax-deferred spinoff or split-off followed by an S election may be available if the reorganization meets the requirements of Sec. 355 and Sec. 368(a)(1)(D), including a valid corporate business purpose.

July 31, 2026

Planning for domestication transactions

Foreign companies can realize benefits from establishing domicile in the United States if they observe structural and special rules and considerations.

May 31, 2026

Startups and the OBBBA: Rethinking C corporation vs. passthrough

With enhanced Sec. 1202 gain exclusion, permanency of Sec. 199A, and other provisions, the calculus for entity choice has shifted.

April 30, 2026

Identifying the final C corporation and initial S corporation tax years

Rules determine allowable tax years after a C corporation elects S status.

April 30, 2026

Frequently encountered controversy issues in M&A transactions

Procedural issues involving entity change in mergers and acquisitions can be managed by attentiveness and, in many cases, relief provisions.

March 31, 2026

Dissolving business taxpayers: Selected procedural implications

Critical issues include marking returns as final, determining due dates for final returns, filing Form 966, closing IRS accounts, and handling audits of dissolved entities.

December 31, 2025

Revisiting Sec. 1202: Strategic planning after the 2025 OBBBA expansion

This powerful vehicle for excluding gain on qualified small business stock gains even more traction under new legislation.

October 31, 2025

Sec. 382 and exceptions to the segregation rules

Determining whether an ownership change under Sec. 382 has occurred can hinge on understanding the shareholder aggregation and segregation rules.

October 31, 2025

IRS renews corporate tax opportunities with letter rulings

After decades of limiting private letter ruling issues, the IRS has steadily widened its program, providing taxpayers greater certainty.

November 1, 2024

Consolidated return filing for subsidiary in receivership

An IRS letter ruling confirmed that a subsidiary member of a consolidated group remains a part of the group and its consolidated return despite being in receivership under a court order that requires its eventual liquidation and dissolution.

November 1, 2024

Choice-of-entity analysis with the TCJA sunset approaching

Educators as well as practitioners can model the tax effects of choice of entity and possible scenarios of tax law change.

October 1, 2024

Exposing the hidden disqualified individuals of Sec. 280G

Potential denial of a deduction for the corporation and an excise tax on individuals receiving “excess parachute payments” could pose a hazard as a company approaches a change in control.

May 1, 2024

Sec. 338(g) elections for foreign corporations and ‘creeping acquisitions’

Electing a qualified stock purchase can offer advantages when acquiring a foreign target corporation but also present a pitfall when it is done in stages.

March 1, 2024

Recent developments in Sec. 355 spinoffs

Tax-free reorganizations under Sec. 355 may pose unforeseen complications, including implications for the new corporate alternative minimum tax and stock repurchase excise tax.

September 1, 2023

Liquidating a controlled subsidiary tax-free

A parent corporation does not recognize gain or loss on its subsidiary’s liquidation and can succeed to certain of its tax benefits.

August 1, 2023

M&A transactions: The value of sell-side tax diligence

This item highlights how sell-side tax diligence can mitigate risks.

October 1, 2022

Capital loss rules limit deduction of fees paid to terminate merger agreement

Chief Counsel Advice provides insight to taxpayers planning or negotiating merger-and-acquisition transactions.

May 1, 2022

Freezing stock value with a corporate recapitalization

A corporate recapitalization can freeze the value of the owner’s stock, potentially reducing the owner’s estate tax liability by removing future appreciation in the value of stock from the owner’s estate.

September 1, 2021