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
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.
Outline
- Overview: IRC Section 355 & Rev. Proc. 2013-32
- Rev. Proc. 2003-48 limitations
- Rev. Proc. 2013-3 limitations “in anticipation,” “control” and “North-South”
- Obtaining a private letter ruling based upon “significant issues in the overall transaction”
- Tax counsel’s legal opinion
Benefits
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.
Faculty
Candace A. Ridgway
Partner
Jones Day
Ms. Ridgway’s practice encompasses corporate and general business tax law, with extensive experience in advising... | Read More
Ms. Ridgway’s practice encompasses corporate and general business tax law, with extensive experience in advising on the most tax-efficient structures for corporate transactions, including bankruptcy reorganizations and other restructuring transactions by distressed businesses. She has spoken and written extensively on corporate transactional tax issues, particularly relating to spin-offs and distressed business workouts.
CloseGregory Kidder
Partner
Steptoe & Johnson
Mr. Kidder focuses on federal income taxation issues, with particular emphasis on the taxation of corporate... | Read More
Mr. Kidder focuses on federal income taxation issues, with particular emphasis on the taxation of corporate entities and cross-border transactions, including matters involving consolidated returns. He advises clients on structuring corporate transactions, including mergers, acquisitions, spin-offs and internal restructurings for large public corporations, as well as closely held businesses. He also advises clients on international issues, including deferral, foreign tax credits, and tax treaty matters.
CloseWilliam R. Pauls
Counsel
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
Mr. Pauls is a member of the firm’s Tax Practice Group and focuses on consolidated return issues and other corporate tax matters. He regularly advises clients with respect to the application of the consolidated return regulations and the structuring of corporate reorganizations, stock and asset acquisitions and dispositions, spin-offs, split-offs, and other corporate separations, cross-border transactions and corporate finance transactions.
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