New IRS "No Private Letter Ruling" Policy: Sec. 355 Transactions and a Shrinking PLR Safety Net

Avoiding Unanticipated Tax Liabilities in Spin-Offs and Split-Offs Amid Increased Ambiguity and Complexity

Recording of a 110-minute premium CLE/CPE webinar with Q&A

Conducted on Wednesday, October 23, 2013

Recorded event now available

or call 1-800-926-7926
Course Materials

This course will provide guidance to tax attorneys in navigating the requirements of IRC Section 355 in spin-offs, split-offs, and other tax-free corporate separations in light of the newly effective no private letter ruling environment imposed by the IRS.


Effective Aug. 23, 2013, the IRS ceased providing “full coverage” private letter rulings in connection with spin-offs, split-offs, and other tax free corporate restructurings conducted pursuant to Section 355 of the Internal Revenue Code.

This new “no-rule” policy directly affects previously heavily ruled upon areas, and also may impact the development of the ruling process (or other guidance) with respect to areas that presently are “under study” by the IRS, such as debt issued in anticipation of a spin-off and the control requirement of Section 355. Until formal guidance is provided in these areas, IRC Section 355 transactions that include these issues will be subject to increased ambiguity and complexity.

Our panel will provide you with the necessary insights and knowledge to navigate Section 355 transactions effectively and shield clients from unanticipated and costly tax liabilities.

Listen as our authoritative panel of tax practitioners discusses the requirements of IRC Section 355 in spin-offs, split-offs, and other tax-free corporate separations in light of the newly effective no private letter ruling environment.



  1. Overview: IRC Section 355 & Rev. Proc. 2013-32
  2. Rev. Proc. 2003-48 limitations
  3. Rev. Proc. 2013-3 limitations “in anticipation,” “control” and “North-South”
  4. Obtaining a private letter ruling based upon “significant issues in the overall transaction”
  5. Tax counsel’s legal opinion


The panel will review these and other key questions:

  • What are the benefits of a Section 355 transaction and how have private letter rulings been used in these transactions?
  • What is the impact of Rev. Proc. 2013-32 on the IRS’s Section 355 ruling policy?
  • How has Rev. Proc. 2013-32 changed the scope of a “significant issue” for letter ruling purposes?

Following the speaker presentations, you'll have an opportunity to get answers to your specific questions during the interactive Q&A.


Candace A. Ridgway
Candace A. Ridgway

Jones Day

Ms. Ridgway’s practice encompasses corporate and general business tax law, with extensive experience in advising...  |  Read More

Gregory Kidder
Gregory Kidder

Steptoe & Johnson

Mr. Kidder focuses on federal income taxation issues, with particular emphasis on the taxation of corporate...  |  Read More

William R. Pauls
William R. Pauls

Sutherland Asbill & Brennan

Mr. Pauls is a member of the firm’s Tax Practice Group and focuses on consolidated return issues and other...  |  Read More

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Strafford will process CLE credit for one person on each recording. CPE credit is not available on recordings. All formats include course handouts.

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