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- signal_cellular_alt Intermediate
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- schedule 90 minutes
Corporate Reorganizations: Structuring Internal Mergers and Asset Transfers
Arms Length Transactions, Shareholder and Other Approvals, Contractual Limitations, Employment and Tax Issues
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About the Course
Introduction
This CLE webinar will examine issues associated with strategic corporate reorganizations, including consolidations, spin-offs and split-offs, recapitalizations, and transfers of shares or assets between entities within a company. The panel discussion will include due diligence, shareholder and third-party approvals, contractual and financing limitations, IP and licensing concerns, and employment and tax matters.
Description
There are a variety of ways to approach a corporate reorganization. The selected method will depend on the desired goals of the company, the state laws which govern its entities or assets, the impact on its employees, and the tax ramifications of the reorganization, among other factors.
An acquisition or merger also often involves transferring employees from one entity to another. Some may be terminated, others may continue on with the acquirer, and there may be tax considerations as to payouts related to vesting of the equity or other payments in the transaction.
Several issues should be considered upfront. Shareholder approval and board approval as well as third-party consents (for the transfer of IP rights, for example) may also be required as a part of the transaction.
Section 368 of the IRC provides for tax-free reorganizations when structured under its provisions. Tax counsel should be involved in any reorganization to minimize tax consequences and preserve tax attributes. The issues are particularly complex, and counterintuitive, when stock or assets move across borders.
Listen as our authoritative panel discusses the multifaceted 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.
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This 90-minute webinar is eligible in most states for 1.5 CLE credits.
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Live Online
On Demand
Date + Time
- event
Thursday, February 26, 2026
- schedule
1:00 p.m. ET./10:00 a.m. PT
I. Corporate reorganization types and strategies
II. Upfront concerns
A. Board and shareholder consents for the transaction (private company transactions)
B. Transferring employment contracts, terminating employees
C. 280G Tax considerations
D. Third-party consents: lenders, contract parties, IP licensors
III. Tax treatment
A. Tax-free reorganizations under Section 368
B. International tax considerations
The panel will review these and other critical issues:
- What are the typical motivations behind corporate reorganizations, and how do they affect the deal structure?
- How do state and foreign laws vary in their treatment of internal reorganizations?
- What are best practices for transferring employees between organizations? When does the WARN Act apply?
- How can a reorganization be structured to minimize the tax impact?
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Corporate Reorganizations: Structuring Internal Mergers and Asset Transfers
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