BarbriSFCourseDetails
  • videocam Live Webinar with Live Q&A
  • calendar_month March 4, 2026 @ 1:00 p.m. ET./10:00 a.m. PT
  • signal_cellular_alt Intermediate
  • card_travel Commercial Law
  • schedule 90 minutes

F Reorganizations in M&A Deals: Strategies, Requirements, Implementation, Advantages, Potential Pitfalls

Early Bird Pricing!
MSRP
$347.00
$294.95
Save $52.05

Discount expires 1/1/26

This course is $0 with these passes:

CLE
ALL
  1. keyboard_arrow_leftBack
BarbriPdBannerMessage

About the Course

Introduction

This CLE webinar will discuss the strategic use of F reorganizations in M&A transactions. The panel will explore the tax and legal compliance benefits involved with F reorganizations, summarize the steps necessary to implement a pre-transaction reorganization, and provide advice for avoiding common pitfalls with these types of transactions.

Description

The tax implications of an M&A or private equity transaction can be a key driver in a successful deal or a missed opportunity. An F reorganization is one pre-closing strategy deal parties can employ to maximize tax efficiency, operational flexibility, and strategic alignment.

An F reorganization is a tax-free reorganization defined in Section 368(a)(1)(F) of the Internal Revenue Code as a "change in identity, form, or place of organization of one corporation, however effected." Generally, the following steps are required prior to a deal closing to implement an effective F reorganization: owners of the target company create a new holding company; the target company shareholders contribute their stock to the new holding company in exchange for shares or equity in the new holding company; and the new holding company makes a qualified subchapter S subsidiary election. Once these steps have occurred, the target company can be converted to a limited liability company under applicable state entity conversion statutes.

An F reorganization provides flexibility and several tax benefits to both buyers and sellers. It can also provide some legal efficiencies with regard to transferring titles, licenses, and other business assets. However, the F reorganization process is complex with many compliance requirements that can take several months or longer to fully complete. Counsel must weigh the benefits with the potential drawbacks to determine if an F reorganization structure makes sense for a particular deal.

Listen as our authoritative panel explains how to utilize an F reorganization as a tool to solve various issues in an acquisition.

Presented By

Chris B. Carson
Partner
K&L Gates LLP

Chris Carson is a partner in the firm's Tax practice group. His experience includes advising corporate clients on cross-border mergers, acquisitions, joint ventures, and similar transactions.

expand_circle_down Expand to View Full Bio expand_circle_up Collapse Bio
David Strong
Partner
Wilmer Cutler Pickering Hale and Dorr, LLP

Mr. Strong is a tax partner with extensive experience advising clients on domestic and cross-border mergers and acquisitions, spin-offs and restructurings, partnerships and joint ventures, and private equity and venture capital investments. He also has substantial experience advising clients on the tax aspects of a wide variety of capital markets transactions, including syndicated credit facilities, mezzanine and bridge loans, early-stage venture financings, and initial public equity offerings and convertible debt offerings(including tax-integrated hedges). Mr. Strong is a former adjunct professor and current advisory member to the faculty at The University of Denver Law School’s Graduate Tax Program. He is also a former chair of the Corporate Tax Committee of the Tax Section of the ABA, a fellow of the American College of Tax Counsel, and a frequent speaker on corporate and other tax matters at local, regional, and national seminars and continuing legal education programs.

expand_circle_down Expand to View Full Bio expand_circle_up Collapse Bio
Credit Information

  • This 90-minute webinar is eligible in most states for 1.5 CLE credits.


  • Live Online


    On Demand

Date + Time

  • event

    Wednesday, March 4, 2026

  • schedule

    1:00 p.m. ET./10:00 a.m. PT

I. Background: What is an F reorganization

II. Structuring M&A transactions with a pre-closing F reorganization

III. Steps to implement an F reorganization

IV. F reorganization requirements

V. Seller and buyer benefits of an F reorganization

VI. Potential pitfalls and compliance issues: federal, state, and local tax laws

VII. Practitioner pointers and key takeaways

The panel will cover these and other critical issues:

  • How can an F reorganization be used as a practical tool in an M&A deal?
  • What are the steps required to implement an F reorganization?
  • What are the benefits to buyers and sellers with an F reorganization?
  • What are the drawbacks or potential pitfalls with an F reorganization?