"E" Reorganization

The "E" reorganization is defined as a re-capitalization - the exchanges of stock and securities for new stock and/or securities by the corporation's shareholders. It involves only one corporation and the re-configuration of its capital structure.


Stock for stock

Differences in the voting rights, dividend rates, and preference on liquidation are ignored.

Bonds for Bonds

If the principal amount of the bonds received exceeds the principal amount of the bonds surrendered, gain must be recognized.

Stock for Bonds

Exchanges of stock for bonds by shareholders generally do not qualify as "E" reorganization since the shareholders upgrade their investment position. The income is recognized and treated as dividends or capital gains.


"F" Reorganization

"F" reorganization is defined as "a mere change in identity, form, or place of organization of one corporation, however effected." The "F" reorganization rules normally apply when the corporation changes its name, state of operation, or makes other changes in its corporate charter. In such case, there is a deemed transfer from the old corporation to the new corporation.


"G" Reorganization

"G" reorganization applies to reorganization as part of bankruptcy. It permits the transfer of some or all of the assets of a failing corporation to a new controlled corporation provided the stock and securities of the controlled corporation are distributed to the old corporation's shareholders under the rules for distributions in a "D" reorganization.

Return to Details of Patterns of Reorganization

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