Guides
F Reorganization Guides
The full library, organized in one place. Published guides link out below; upcoming topics are listed as a roadmap.
Published
What Is an F Reorganization? A Plain-English Guide
The foundational explainer: what an F reorganization is, the statute behind it, and why it comes up so often in deals.
The Six Requirements of an F Reorganization
The six-part test from Rev. Rul. 2008-18 and Treas. Reg. §1.368-2(m), and where deals actually go wrong on each one.
Why Buyers Request an F Reorganization Before Closing
The M&A use case: why a buyer’s counsel asks a seller to do an F reorg before signing, and what it changes about the deal.
F Reorganizations for S Corporations: Rollups, Rollovers, and PE Deals
How S corporations use an F reorg to create a holding company structure for rollups, rollover equity, and private equity transactions.
F Reorganization FAQ
Fast, direct answers to the questions that come up most often about F reorganizations.
Coming soon
These topics are on the roadmap and not yet published.
The F Reorganization Closing Checklist
Every document and step, in order, from resolution to post-closing filings.
Coming soon
How Long Does an F Reorganization Take?
A realistic timeline for a straightforward F reorg, and what stretches it out.
Coming soon
F Reorganization vs. A, B, C, D, E, and G Reorganizations
How an F reorg compares to the other tax-free reorganization types under Section 368, and when each applies.
Coming soon
The Tax Consequences of an F Reorganization
What stays tax-free, what doesn’t, and the basis and holding-period mechanics that follow.
Coming soon
QSubs and Disregarded Entities in an F Reorganization
Why the target almost always becomes a QSub or disregarded entity, and what that means for the deal.
Coming soon
F Reorganizations in Private Equity Rollover Transactions
How sponsors use an F reorg to create the rollover structure in a platform acquisition.
Coming soon
F Reorganization Glossary
Plain-English definitions for the terms that come up in every F reorg: QSub, resulting corporation, transferor corporation, and more.
Coming soon