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Structuring Tax-Free M&A Deals: Navigating IRC 368 and 351, Selecting the Appropriate Structure

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

This program is included with the Strafford CLE Pass. Click for more information.
This program is included with the Strafford CPE+ Pass. Click for more information.
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Conducted on Thursday, January 16, 2020

Recorded event now available

or call 1-800-926-7926

This CLE/CPE course will help tax counsel prepare to navigate the complex maze of structuring tax-free mergers and acquisitions and offer insights on the pros and cons of each option.


Given the current ambiguous tax environment, tax-free mergers and acquisitions remain attractive. However, counsel must be prepared to guide clients in choosing the most appropriate structure and in strictly complying with IRS rules to qualify for a tax-free transaction.

Our panel will explain the intricacies and nuances of IRC 368 and 351, which provide for types of structures that qualify for tax-free treatment. Counsel must master which IRC section is most beneficial based on their clients' needs, taking into consideration the varying effects of each option on each stakeholder.

The panel will guide counsel through the types of corporate acquisition structures sanctioned by the IRS, outline the advantages of each, and offer their perspectives and best practices for choosing the most appropriate structure.

Listen as our distinguished panel explains the bases and best practices in structuring tax-free M&A deals. They will provide guidance on choosing the appropriate structure and complying with IRS regulations to ensure tax-free treatment.



  1. IRC 368 tax-free transactions
    1. Continuity of ownership interest
    2. Continuity of business enterprise
    3. Valid business purpose
    4. Step-transaction doctrine
  2. Consequences to stakeholders
    1. Acquiring entity
    2. Target entity
    3. Target shareholders
  3. Types of IRC 368 tax-free structures
    1. Stock-for-assets (Type A)
      1. Statutory merger
      2. Statutory consolidation
      3. Forward triangular merger
      4. Reverse triangular merger
    2. Stock-for-stock (Type B)
    3. Stock-for-assets (Type C)
  4. IRC 351 mergers


The panel will review these and other key issues:

  • What are the IRC requirements for tax-free mergers and acquisitions?
  • What are the types of structures recognized by the IRS?
  • What are the advantages and disadvantages of each structure?
  • How are all parties involved in the transaction impacted by the choice of a tax-free merger or acquisition?


Golub, Jonathan
Jonathan Golub

Paradigm Counsel

Mr. Golub assists the Tax Department in structuring transactions and analyzing and advising on highly technical areas...  |  Read More

Mandarino, Joseph
Joseph C. Mandarino

Smith Gambrell & Russell

Mandarino is a Partner in the Tax Practice of Smith, Gambrell & Russell, LLP.  His practice focuses on...  |  Read More

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Strafford will process CLE credit for one person on each recording. CPE credit is not available on recordings. All formats include course handouts.

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