Acquiring the equity of an entity taxed as an S corporation? consider an "F Reorg" Salvatore J. Totino
By: Totino, Salvatore J
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Material type: 
ArticleSubject(s): SOCIEDADES | OPERACIONES SOCIETARIAS | CONCENTRACION | REESTRUCTURACIÓN DE EMPRESAS | IMPUESTOS | PLANIFICACION FISCAL | GASTOS FISCALES | ESTADOS UNIDOS
In:
Journal of Taxation of Investments v. 40, n. 2, Winter 2023, p. 57-60Summary: Although would-be buyers in middle market M&A transactions continue to face challenges in what generally remains a seller’s market, there are sometimes opportunities to take advantage of an often-overlooked planning method that can offer tax and non-tax benefits for both buyers and sellers. A significant number of target companies in the middle market are organized as S corporations, and a buyer’s strategic use of an “F reorganization” in an M&A transaction involving an S corporation can generate substantial tax benefits for the buyer and, in some cases, more flexibility for the seller. Despite a decidedly non-glamorous name, the “F reorganization” can be a powerful tool in a buyer’s M&A toolkit that should not be ignored.
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Resumen.
Although would-be buyers in middle market M&A transactions continue to face challenges in what generally remains a seller’s market, there are sometimes opportunities to take advantage of an often-overlooked planning method that can offer tax and non-tax benefits for both buyers and sellers. A significant number of target companies in the middle market are organized as S corporations, and a buyer’s strategic use of an “F reorganization” in an M&A transaction involving an S corporation can generate substantial tax benefits for the buyer and, in some cases, more flexibility for the seller. Despite a decidedly non-glamorous name, the “F reorganization” can be a powerful tool in a buyer’s M&A toolkit that should not be ignored.
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