IRC Section 355 Corporate Spin-Off Transactions: Optimizing Tax Treatment in Divestitures
Recording of a 90-minute premium CLE/CPE webinar with Q&A
This course will provide tax counsel with a practical guide to the key tax considerations in structuring corporate spin-offs and carve-outs. The panel will examine key legal, business and tax considerations for deal structuring, economic terms, due diligence, asset transfers, and more.
Outline
- Structuring concerns in the absence of IRS private letter ruling guidance
- Legitimate business purpose requirement to qualify for tax-free treatment
- Pre-spin transactions
- Sales in connection with spin-offs—avoiding 355(e) prohibitions
- Capital structure
- Tax sharing/tax matters agreements
Benefits
The panel will review these and other important issues:
- Evaluating the need for pre-divestiture transactions to achieve optimal tax treatment
- Identifying and avoiding divestiture pitfalls
- Planning requirements in the absence of advance IRS guidance
- Current state of Section 355 spin-offs and split-offs
- “North-south” and “control” issues
- Anticipated Congressional/IRS action regarding REIT spin-offs
Faculty
Jessica A. Hough
Partner
Skadden Arps Slate Meagher & Flom
Ms. Hough represents clients on a wide range of tax matters, with particular emphasis on mergers, acquisitions and... | Read More
Ms. Hough represents clients on a wide range of tax matters, with particular emphasis on mergers, acquisitions and divestiture transactions, including spin-offs, debt and equity offerings, corporate and partnership restructurings, and joint ventures. In the tax controversy area, she advises clients on a wide range of matters during all phases of IRS audits and appeals, including matters involving leasing, the economic substance and business purpose doctrines, the tax treatment of financial instruments, cross-border financing transactions, business valuations and other transactions.
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Scott M. Levine
Partner
Jones Day
Mr. Levine advises on the tax aspects of corporate transactions, including international and domestic mergers and... | Read More
Mr. Levine advises on the tax aspects of corporate transactions, including international and domestic mergers and acquisitions, leveraged buyouts, spin-offs and other divestitures, restructurings, financings, and joint ventures. He also negotiates private letter rulings with the Internal Revenue Service in the corporate, financial instruments, and energy credit tax areas. He counsels clients on the tax aspects of structuring cross-border acquisitions and financial instruments.
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Elizabeth M. Norman
Partner
Nutter McClennen & Fish
Structuring of complex acquisitions and dispositions of domestic and international holdings, including public and... | Read More
Structuring of complex acquisitions and dispositions of domestic and international holdings, including public and private companies, partnerships and S corporations are just a few of the tax-related issues on which Ms. Norman advises clients. Ms. Norman also provides counsel on the tax aspects of domestic and international corporate restructurings, cross-border transactions, and policy and legislative changes to U.S. and non-U.S tax laws.
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