- videocam Live Webinar with Live Q&A
- calendar_month February 26, 2026 @ 1:00 p.m. ET./10:00 a.m. PT
- signal_cellular_alt Intermediate
- card_travel Commercial Law
- schedule 90 minutes
Corporate Reorganizations: Structuring Internal Mergers and Asset Transfers
Arms Length Transactions, Shareholder and Other Approvals, Contractual Limitations, Employment and Tax Issues
Welcome! Use code NEWYEAR26 to unlock 25% off all expert-led CLE, CPE, and Professional Skills webinars, and 10% off annual passes.
About the Course
Introduction
This CLE webinar will examine issues associated with strategic corporate reorganizations undertaken for tax, regulatory and business reasons, including consolidations, spin-offs, and transfers of shares or assets between entities within a corporate organization. The panel discussion will include tax planning considerations, due diligence, shareholder and third-party approvals, and contractual limitations.
Description
There are a variety of ways to approach a corporate reorganization. The selected method will depend on the company’s objectives, applicable tax considerations, the laws of the jurisdictions governing its entities and assets, and regulatory and business considerations, among other factors. Reorganization planning also differs significantly between large multinational corporate groups and smaller privately held or founder‑owned companies, where governance dynamics, stakeholder priorities, and liquidity considerations can drive distinct structuring and implementation choices.
Section 368 of the Internal Revenue Code provides for tax-free reorganizations when structured in accordance with its provisions. Tax counsel should be involved early in the planning process to minimize tax consequences and preserve tax attributes, and several issues should be considered upfront. In multi-step reorganizations, defining transaction objectives early, aligning key internal stakeholders, and confirming where entities, assets, and liabilities reside are critical to determining an effective structure and the order in which transaction steps should occur.
In addition to tax and legal analysis, successful corporate reorganizations depend on disciplined project management. Coordinating stakeholders, sequencing steps, managing interdependencies, and tracking deliverables are critical to ensuring that all required actions and transaction documents are prepared, approved, and executed in a timely manner—particularly where tax-driven deadlines or regulatory timing constraints apply.
Listen as our authoritative panel discusses the multifaceted tax, regulatory, and business issues companies and their counsel must navigate in planning and implementing corporate reorganizations.
Presented By
Ms. Divola is the co-leader of Pillsbury’s Corporate Reorganizations practice. Her practice focuses on the tax aspects of corporate and partnership transactions, including domestic and cross-border mergers, acquisitions and restructurings, joint ventures, and spin-offs. Ms. Divola is experienced in federal income tax planning for business and financial transactions. She advises on the tax aspects of all manner of domestic and cross-border M&A transactions and restructurings. Ms. Divola is the previous chair of the American Bar Association Section of Taxation, where she also has previously served as chair of the Diversity in the Profession Committee, vice chair (Publications), editor-in-chief of The Tax Lawyer, and council director and chair of the Corporate Tax Committee. She serves on the advisory board of the New York University Institute of Federal Taxation, the Bloomberg BNA Corporate Tax Advisory Board, and the ALI-CLE Tax Advisory panel.
Ms. Lee, co-leader of Pillsbury’s Corporate Reorganizations practice, advises domestic and international clients on complex corporate matters, including mergers and acquisitions, cross-border corporate reorganizations, venture capital financings, commercial transactions, and corporate governance. Her extensive experience encompasses significant corporate reorganizations involving global integrations and strategic asset sales. Ms. Lee frequently advises innovative startups and their investors through various stages of growth, guiding them through financing rounds and secondary market transactions. She represents a variety of public and private clients, including entrepreneurs, investors, and technology companies across a broad range of industries.
Ms. Trueper’s practice focuses on business transactions involving alternative entities, including limited liability companies, partnerships (limited and general) and statutory trusts. She provides guidance to clients in all aspects of the operation of alternative entities, including advising on their formation, governance, reorganization, contract interpretation, fiduciary duties and dissolution. Prior to joining the firm, Ms. Trueper practiced in the Delaware office of a Silicon Valley-based law firm where she advised a variety of clients, including founders, investors and public and private companies, on matters of Delaware law relating to fiduciary duties, M&As, corporate restructurings, equity issuances and financings and formation, winding up and liquidation of limited liability companies and partnerships.
-
This 90-minute webinar is eligible in most states for 1.5 CLE credits.
-
Live Online
On Demand
Date + Time
- event
Thursday, February 26, 2026
- schedule
1:00 p.m. ET./10:00 a.m. PT
I. Reasons why companies engage in corporate reorganizations: regulatory change, tax efficiency, and business restructuring
II. Tax considerations and corporate reorganization types and strategies
A. Tax-free reorganizations under Section 368
B. International tax considerations
III. Key planning considerations / upfront concerns
A. Define transaction objectives early and align internal stakeholders (tax, legal, accounting, treasury, and business teams)
B. Conduct due diligence - entity, asset and liability mapping
C. Identify timing, sequencing, and implementation constraints
D. Project management and the importance of a comprehensive transaction checklist
E. Board and shareholder consents, including structures designed to avoid parent-level shareholder approval (e.g., reverse subsidiary mergers)
F. Third-party consents
The panel will review these and other critical issues:
- What are the typical tax, regulatory, and business motivations behind corporate reorganizations, and how do they affect deal structure?
- How do state and foreign laws vary in their treatment of internal reorganizations?
- What planning and project-management practices are essential to a successful corporate reorganization?
- How can a reorganization be structured to minimize tax impact and preserve tax attributes?
Unlimited access to premium CLE courses:
- Annual access
- Available live and on-demand
- Best for attorneys and legal professionals
Unlimited access to premium CPE courses.:
- Annual access
- Available live and on-demand
- Best for CPAs and tax professionals
Unlimited access to premium CLE, CPE, Professional Skills and Practice-Ready courses.:
- Annual access
- Available live and on-demand
- Best for legal, accounting, and tax professionals
Unlimited access to Professional Skills and Practice-Ready courses:
- Annual access
- Available on-demand
- Best for new attorneys
Related Courses
Corporate Reorganizations: Structuring Internal Mergers and Asset Transfers
Thursday, February 26, 2026
1:00 p.m. ET./10:00 a.m. PT
M&A Transactions Insurance: Maximizing Deal Value, Managing Risks, Solving Challenging Negotiation Points
Wednesday, March 25, 2026
1:00 p.m. ET./10:00 a.m. PT
Recommended Resources
Navigating Modern Legal Challenges: A Comprehensive Guide
- Business & Professional Skills
- Career Advancement
How to Build a Standout Personal Brand Without Sacrificing Billable Hours
- Career Advancement