Accepted Patterns for Corporate Reorganization:Types A-G

The seven qualifying patterns of reorganization described in IRC section 368(a)(1)(A) through (G), are as follows:

• Type A- a statutory merger or consolidation;

• Type B- the acquisition by one corporation, in exchange solely for all or a part of its voting stock (or in exchange solely for all or a part of the voting stock of a corporation which is in control of the acquiring corporation), of stock of another corporation if, immediately after the acquisition, the acquiring corporation has control of such other corporation (whether or not such acquiring corporation had control immediately before the acquisition);

• Type C- the acquisition by one corporation, in exchange solely for all or a part of its voting stock (or in exchange solely for all or a part of the voting stock of a corporation which is in control of the acquiring corporation), of substantially all of the properties of another corporation, but in determining whether the exchange is solely for stock the assumption by the acquiring corporation of a liability of the other, or the fact that property acquired is subject to a liability, shall be disregarded.

• Type D- a transfer by a corporation of all or a part of its assets to another corporation if immediately after the transfer the transferor, or one or more of its shareholders (including persons who were shareholders immediately before the transfer), or any combination thereof, is in control of the corporation to which the assets are transferred; but only if, in pursuance of the plan, stock or securities of the corporation to which the assets are transferred are distributed in a transaction which qualifies under §§ 354, 355, or 356:

• Type E- a re-capitalization;

• Type F- a mere change in identity, form, or place of organization of one corporation, however effected; or

• Type G- a transfer by a corporation of all or part of its assets to another corporation in a Title 1 or similar case, but only if, in pursuance of the plan, stock or securities of the corporation to which the assets are transferred are distributed in a transaction which qualifies under Code §§ 354, 355, or 356.

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