RVUE Holdings Inc. (fka RVUE)

[Advice_Needed]

I'll tell you guys...I seriously think Roche is using a "mere change" to make this transition by using what's called an "F Reorganization". It doesn't happen very often because certain guidelines have to fall into place for it to be used.

The 4 rules that apply to an F Reorganization are as follows:

1) All the stock of the resulting corporation, including stock issued before the transfer, is issued in respect of stock of the transferring corporation.

2) There is no change in the ownership of the corporation in the transaction, except a change that has no effect other than that of a redemption of less than all the shares of the corporation.

3) The transferring corporation completely liquidates in the transaction.

4) The resulting corporation does not hold any property or have any tax attributes (including those specified in Sec. 381(c)) immediately before the transfer (Prop. Regs. Sec. 1.368-2(m)(1)(i)).


You can read more about it on the IRS site.

https://www.irs.gov/irb/2015-41_IRB/ar08.html

It is very rare...but RVUE and Roche fulfill all the necessary credentials to use it.