An Overview of Type E Tax-Free Reorganizations
By Anthony Diosdi In the corporate tax context, the term “reorganization” is a statutory term of art. Rather than providing a general definition, the Internal Revenue Code attempts to provide precise definitions for the term “reorganization” in Section 368(a)(1) with an exclusive list of seven specific types of transactions that will be considered “reorganizations.” Subparagraphs (A) through (G) of Section 368(a)(1) each provide a description of a particular reorganization transaction. Unless a transaction fits into one of the seven categories stated in subparagraphs (A) through (G), it is not a corporate reorganization. A tax-free reorganization sometimes involves only a single corporation which is undergoing a readjustment to its capital structure. The most common form of a reorganization that involves recapitalization is a Type E reorganization. Internal Revenue Code Section 368(a)(1)(E)…