Mastering Section 368 Tax-Free Reorganization Reporting for Maximum Tax Benefits

Recording of a 110-minute CPE webinar with Q&A

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Conducted on Thursday, June 4, 2015

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Course Materials

This course will provide corporate tax professionals with a deep and practical exposure to the accounting, calculations and reporting requirements pursuant to a Section 368 Corporate Reorganization.


Section 368 of the Internal Revenue Code allows companies to complete a tax-free reorganization if it meets certain requirements and conditions. There are seven different types of corporate reorganizations/restructurings allowed under Section 368. Each type of reorganization transaction or event has specific reporting requirements, which tax advisors must understand through each stage of the transaction.

Corporate tax professionals serve a vital role in advising management as to the optimal type of reorganization, whether a full tax-free reorganization, asset or stock under 368, and available post-transaction elections and required filings.

Tax managers must understand tax attributes that will carry forward in a reorganization and advise all stakeholders of the potential consequences. Guidance by an informed tax professional can provide real value to the transaction by protecting shareholders, the acquirer and target from critical tax errors.

Listen as our experienced panel of tax professionals provides a deep exploration of the tax and accounting impacts of Section 368 reorganizations.



  1. IRC Section 368 types of reorganizations
  2. Requirements for tax-free reorganizations (Section 368 types A-G)
  3. Tax consequences of a Section 368 reorganization
    1. To acquiring corporation
    2. To target/acquired corporation 
    3. To shareholders
  4. Schedules and calculations, carryover of tax attributes, required filings, and elections


The panel will discuss these and other crucial topics:

  • Types of tax-free reorganization and requirements of each
  • What calculations and schedules must a tax advisor prepare in anticipation of a reorganization?
  • What are the tax impacts to the shareholders? To the acquiring company? To the target company?
  • How to calculate and interpret the carry-forward of tax attributes in a Section 368 reorganization


Skinner, William
William R. Skinner

Fenwick & West

Mr. Skinner focuses his practice on U.S. international taxation, with a particular emphasis on tax planning and...  |  Read More

Rose L. Williams
Rose L. Williams
Ernst & Young

Ms. Williams is a member of the firm's National Tax Mergers and Acquisitions Group. She has worked with many...  |  Read More

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