Episode Details

In this episode Tony Nitti, CPA, Partner — National Tax, EY, joins April Walker, CPA, CGMA, Lead Manager — Tax Practice & Ethics, AICPA & CIMA, live from ENGAGE 2023 to discuss S corporations and Rev. Rul. 2008-18, delving into S corporation reorganizations.

What you'll learn in this episode

• Overview and applicability (1:56)
• Hypothetical example (3:14)
• Review of Rev. Proc. 2022-19 and fixes to prevent invalid S elections (8:58)
• The extra step when an S Corp owns 100% of a QSub (15:33)
• Relevant articles from The Tax Adviser (24:40)
• A page from Tony's travel journal (24:56)

Related resources

• Rev. Rul. 2008-18 — Postulates two situations in which an S corporation becomes a qualified subchapter S subsidiary (QSub) of a newly formed corporation that will qualify as an F reorganization. The ruling also provides new guidance on the proper employer identification number (EIN) to be used by the entities in each situation.
• Private equity and F reorganizations involving S corporations — The Tax Adviser, Sept. 1, 2020
• 6 reasons an S corporation wouldn't need a PLR | Tax Section Odyssey — Rev. Proc. 2022-19 provides procedures to allow S corporations and their shareholders to resolve frequently encountered issues without requesting a PLR.

April Walker: Listen today to learn more about S corps and Revenue Ruling 2008-18 F-Reorgs with Tony Nitti. Hi everyone and welcome to this collaboration between the JOA podcast, and the AICPA's Tax Section Odyssey podcast.

I'm April Walker, a Lead Manager from the Tax Section. On the AICPA's Tax Section Odyssey podcast, we offer thought leadership on all things tax facing the profession. Today I'm here with Tony Nitti. Tony is a partner at EY National Tax. He is a frequent guest of the show. I'm even more excited to be recording this today because we are recording together in person at the ENGAGE conference.

I asked Tony what he thought was important to talk about today. He brought up the topic that he is hearing a lot about, a lot of confusion about, a lot of misunderstandings about and that is an F reorg structure used in acquiring an S corporation in Revenue Ruling 2008-18.

First of all, for those who might be listening, who went like me, help, I need an overview of what you're even, talking about Tony. Talk to us about how this might apply, when it might apply if you have clients who either might be the acquirer or the target. What are we talking about here?

Tony Nitti: First things first, yes, it's good to be back together. It's become a bit of an annual tradition.

Walker: It has.

Nitti: Then, just before I came in here, I was surprised to learn that there's a trivia question where I was the first guest on an AICPA Town Hall. Is that right? I had no idea. Everything from 2020-2022 is a blur.

What we're going to talk about today, when we call it either these F reorg or 2008-18 transactions, it is the most popular way in the current climate for some