(F) Reorganizations and Proposed Alternate Routes for Post-Reorganization Net Operating Loss Carrybacks

Authors

Michigan Law Review, University of Michigan Law School

Abstract

Section 368(a)(l)(F) of the Internal Revenue Code (Code) defines the least complex of all corporate reorganizations-commonly known as the (F) reorganization-as "a mere change in identity, form, or place of organization, however effected." Since 1921, when the (F) reorganization first appeared in a Revenue Act, a significant amount of judicial gloss has been appended to this simple definition. To qualify as an (F) reorganization, a reorganization must result in neither a change of shareholders nor a shift in proprietary interest, and there must be a continuation of the business in the pre-organization fields of activity, using essentially the same operating assets as before. In two recent decisions, the Tax Court has imposed a new and significant requirement for qualification as an (F) reorganization.

Recommended Citation

Michigan Law Review, (F) Reorganizations and Proposed Alternate Routes for Post-Reorganization Net Operating Loss Carrybacks, 66 Mich. L. Rev. 498 (1968).
Available at: https://repository.law.umich.edu/mlr/vol66/iss3/6