Golden Gate University Law Review


Tad Ravazzini


This comment will discuss the amalgamating reorganizations generally (types A through C as well as some D's) and, specifically, triangular reorganizations. This comment will first provide an overview of the general requirements of the amalgamating reorganization provisions. It will then continue to the following topics: (1) a discussion of the Code's triangular reorganization provisions, giving attention to both forward and reverse triangular mergers; (2) an analysis of the asymmetry in treatment of triangular mergers based on whether they take the form of a forward or reverse triangular merger; (3) an exploration of the Congressional desire for tax-parity among the reorganization provisions and an assessment of whether the Service has been complying with legislative intent; and (4) a conclusion that, while the Internal Revenue Service (hereinafter "the Service") has made some positive changes towards the goals of clarification and unification of the Code, tax planners should continue to expect the unexpected.