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Corporate Reorganizations: Structuring Internal Mergers, Asset Transfers

Arms Length Transactions, Shareholder and Other Approvals, Contractual Limitations, Employment and Tax Issues

Note: CPE credit is not offered on this program

Recording of a 90-minute premium CLE video webinar with Q&A

This program is included with the Strafford CLE Pass. Click for more information.
This program is included with the Strafford All-Access Pass. Click for more information.

Conducted on Wednesday, March 29, 2023

Recorded event now available

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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.


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, and 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.



  1. Corporate reorganization types and strategies
  2. Upfront concerns
    1. Board and shareholder consents for the transaction (private company transactions)
    2. Transferring employment contracts, terminating employees
    3. 280G Tax considerations
    4. Third-party consents: lenders, contract parties, IP licensors
  3. Tax treatment
    1. Tax-free reorganizations under Section 368
    2. 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 structure?
  • How do state and foreign laws vary in their treatment of internal reorganizations?
  • What are the best practices for transferring employees between organizations? When does the WARN Act apply?
  • How can a reorganization be structured to minimize the tax impact?


Huber, Shalom
Shalom D. Huber

Skadden Arps Slate Meagher & Flom

Mr. Huber regularly advises clients on the design and implementation of compensation and benefits arrangements,...  |  Read More

Mignano, Lindsey
Lindsey S. Mignano


Ms. Mignano represents emerging and small businesses in the Bay Area.  She provides businesses with counseling and...  |  Read More

Robert C. Stevenson
Robert C. Stevenson

Skadden Arps Slate Meagher & Flom

Mr. Stevenson advises both U.S. and international clients on a broad range of tax matters. He frequently works on...  |  Read More

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