reorganization

Act or process of organizing again or anew. People ex rel. Barrett v. Halsted Street State Bank, 295 IlLApp. 193, 14 N.E.2d 872, 876.

General term describing corporate amalgamations or readjustments occurring, for example, when one corporation acquires another in a merger or acquisition, a single corporation divides into two or more entities, or a corporation makes a substantial change in its capital structure. The exchange of stock and other securities in a corporate reorganization can be effected favorably for tax purposes if certain statutory requirements are followed strictly.

The classification of the Internal Revenue Code (No. 368(aXD) is widely used in general corporate literature.

A Class A reorganization is a statutory merger or consolidation (i.e., pursuant to the business corporation act of a specific state).

A Class B reorganization is a transaction by which one corporation exchanges its voting shares for the voting shares of another corporation.

A Class C reorganization is a transaction in which one corporation exchanges its voting shares for the property and assets of another corporation. A Class D reorganization is a "spin off of assets by one corporation to a new corporation;

a Class E reorganization is a recapitalization;

a Class F reorganization is a "mere change of identity, form, or place of organization, however effected."

A Class G reorganization is a "transfer by a corporation of all or part of its assets to another corporation in a title 11 [bankruptcy] or similar case".

Reorganization of a corporation under Bankruptcy Code Chapter 11 proceedings involves the preparation of a plan of reorganization by the bankruptcy trustee, the submission thereof to the court, and, after a hearing, the determination of the feasibility of such plan by the court, followed by the court's approval thereof if it finds such plan is feasible and proper.

See also bankruptcy proceedings.

@ tax free reorganization

@ tax-free reorganization

Under the Internal Revenue Code, a corporate reorganization wherein a corporation which is a party thereto exchanges property, pursuant to a plan of reorganization, solely for stock or securities of a second corporate party, without recognition of gain or loss. I.R.C. No. 361

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