An equity structure shift includes transactions that are
(1) tax-free reorganization under IRC § 368,
(2) taxable reorganizations, and
(3) an overlap of an owner shift and an equity structure shift.
With regard to tax-free reorganizations, the Section 382 rules do not treat all tax-free reorganizations as equity structure shifts. Specifically, Treas. Reg. § 1.382-2T(e)(2) provides that reorganizations described under IRC §§ 368(a)(1)(F) and (G) are not equity structure shifts. Additionally, tax-free reorganizations under IRC § 368(a)(1)(D) are equity structure shifts only if they satisfy the requirements of IRC § 354(b)(1).
See Treas. Reg. § 1.382-2T(e)(2).