Legal Definitions - D reorganization

Definition: D reorganization is a type of corporate restructuring that involves transferring some or all of a corporation's assets to another corporation that is controlled by the transferor or its shareholders, and then distributing the stock of the transferee corporation. This type of reorganization is classified under the Internal Revenue Code as a D reorganization.

Examples:

• A corporation transfers its assets to a newly formed subsidiary corporation that is wholly owned by the parent corporation. The parent corporation then distributes the stock of the subsidiary to its shareholders. This is an example of a D reorganization.
• Another example of a D reorganization is when a corporation transfers its assets to an existing corporation that is already controlled by the transferor or its shareholders. The stock of the transferee corporation is then distributed to the shareholders of the transferor corporation.

These examples illustrate how a D reorganization involves transferring assets to another corporation that is controlled by the transferor or its shareholders, and then distributing the stock of the transferee corporation. This type of reorganization can have tax benefits for the corporation and its shareholders, as it may improve their tax treatment under the Internal Revenue Code.