TAX-FREE REORGANIZATIONS AND MERGERS

Our attorneys are experienced planning and executing corporate restructures, mergers and recapitalizations to qualify as tax-free reorganizations. We plan and execute strategies to restructure corporate operations and affiliated groups of companies. Where appropriate, we may issue a legal opinion that the proposed restructure, merger, spin-off or reorganization qualifies as a tax-free reorganization under Internal Revenue Code Section 368.

DOWNSIZINGS

Over the past few months, many companies have downsized to reduce payroll costs, or discontinued unprofitable lines or divisions. In these circumstances, it may be appropriate now to eliminate certain subsidiaries and affiliates to streamline operations and rationalize the corporate structure.

REDOMICILING IN TEXAS

With the burden of taxes and regulations expected to increase, it may be appropriate to restructure business operations to minimize tax or regulatory reporting requirements. Some companies operating in other states have found Texas an attractive place to do business and are considering redomiciling operations to this state. Meanwhile certain multinational corporations have redomiciled administrative functions out of the United States entirely to reduce their tax and regulatory burden. Our tax attorneys regularly help devise strategies to minimize their global tax and regulatory burden.

TAX-FREE MERGERS, SPIN-OFFS, SPLIT-OFFS

Corporate reorganizations may be executed in anticipation of a sale of a company or a division. Companies often divest themselves of less profitable divisions or subsidiaries as a spin-off or split-offprior to the sale of the corporate group, or the acquisition of a competitor or other business. In other instances, the merger or corporate consolidation may itself be in the form of a tax free reorganization that qualifies under Internal Revenue Code Section 368. Our attorneys can structure the tax aspects of taxable stock or asset acquisitions, or tax-free mergers. In addition to advising on the tax issues, our attorneys can carry out the merger or acquisition transaction.

RECAPITALIZATIONS

The recent credit crunch is making it necessary for many companies to reorganize in the form of a recapitalization. A recapitalization may come in the form of raising additional capital from existing shareholders or capital infusions from outside investors or bondholders, and may involve working out existing debt obligations. Our attorneys can negotiation and execute recapitalization transactions, and structure the recapitalization as a tax free reorganization when appropriate.

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