Tax Coordination: Reorgs, Deemed Asset Sales, and Parachutes

What this video covers

• The four common-law requirements for every tax-free reorganization: continuity of interest, continuity of business enterprise, valid business purpose, and step-transaction doctrine
• Why Type A reorganizations allow boot (cash) based on facts while Type B reorganizations require solely voting stock with zero cash permitted
• The deemed-asset-sale joint election mechanics: qualified stock purchase (QSP) at 80% by vote and value within 12 months, and which seller structures qualify (subsidiary, affiliate, S-corporation) versus the freestanding C-corporation trap
• How the golden-parachute 3x base amount trigger differs from the 1x base amount haircut used to calculate the excess parachute payment
• The 20% federal excise tax on the excess parachute payment at the recipient level, plus the corporate non-deductibility of that same excess
• The cleansing vote escape hatch for private companies: approval by more than 75% of disinterested shareholders after full disclosure, unavailable for public targets
• Type E recapitalizations as a pre-deal strategic tool: debt-for-equity swaps, dividend recaps, and stock splits to improve seller attractiveness