Hastings Law Journal


John P. Steines


A stock-for-stock reorganization which qualifies under IRC section 368(a)(1)(B) accords tax-free treatment to all parties involved. The author examines two recent and related cases, Reeves v. Commissioner and Pierson v. United States, which provide the framework for analysis of the issues and policy considerations underlying the tax treatment of B reorganizations. The author considers the factors which determine the availability of B reorganization status, including the meaning of "solely for stock" and "plan of reorganization," the effect of creeping acquisitions, and the role of the step transaction doctrine.

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