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Corporate Restructuring of Subsidiaries: Mechanics of Dissolution or Merger Into a Parent or Affiliate

Recording of a 90-minute CLE 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 Thursday, October 26, 2017

Recorded event now available

or call 1-800-926-7926

This CLE course will examine the options available to a company when restructuring or consolidating subsidiaries and the procedural issues associated with the dissolution or merger of affiliated entities. The panel will also discuss operational, due diligence, and tax issues for counsel to consider.


A company comprised of a parent and various subsidiaries may find that its existing structure no longer suits its operational needs. There are potential benefits of subsidiary restructurings, including reduction of costs, simplification of management and governance structure, and reduction of tax expenses.

The company may have several options—consolidation, share exchanges, conversions, mergers, intercompany asset sales, and dissolution of subsidiaries—to accomplish a restructuring. Counsel should fully understand the procedural hurdles, including required shareholder and director approvals, and the attendant costs and benefits.

Due diligence is necessary in restructuring a business. Counsel should review any agreements of the entities involved for any prohibitions or approvals required. Licenses and permits should also be reviewed to identify actions to preserve those rights. Outstanding litigation must be addressed.

Listen as our authoritative panel explains different approaches that may be taken in corporate restructurings. The panel will discuss the governance and procedural issues which must be addressed, and operational and tax issues which should be considered.



  1. Restructuring generally—pros and cons
  2. Mergers, consolidations and share exchanges
  3. Asset sales
  4. Dissolution
  5. Transfer of contracts, licences and permits
  6. Memoranda and other suggested documents


The panel will review these and other key issues:

  • What factors should be considered in deciding how best to restructure a business with multiple entities?
  • What are the different approaches that should be taken depending on the entity types for federal income tax purposes?
  • What are some key considerations in structuring an intercompany asset sale or a share exchange?
  • What are the respective roles of the board of directors and shareholders in a corporate dissolution?
  • What kind of due diligence should be conducted prior to restructuring?


Herman, Dimitry
Dimitry Herman

Founder and Managing Partner
Herman Law

Mr. Herman serves as outside general counsel to growing technology companies and as deal counsel for venture...  |  Read More

G. Thomas Stromberg

Jenner & Block

Mr. Stromberg is a partner in Jenner & Block’s Transactional Department and a member of the Corporate and...  |  Read More

Mottahedeh, Rafi
Rafi W. Mottahedeh

Jenner & Block

Mr. Mottahedeh focuses on a broad range of federal, state and international tax planning and tax controversy matters....  |  Read More

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