IRC Section 355 Corporate Spin-Off Transactions: Optimizing Tax Treatment in Divestitures
Recording of a 90-minute premium CLE/CPE video 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 panelist will examine key legal, business and tax considerations for deal structuring, economic terms, due diligence, asset transfers, and more.
Outline
- Legitimate business purpose requirement to qualify for tax-free treatment
- Requirement of two (at least) actively conducted businesses
- Sales in connection with spin-offs—avoiding 355(e) prohibitions
- Capital structure
- Tax sharing/tax matters agreements
Benefits
The panelist will review these and other important issues:
- Identifying and avoiding divestiture pitfalls
- Proceeding with or without a PLR
- Current state of Section 355 spin-offs and split-offs
- IRS approach on debt allocation transactions
- Active trade or business issues
- Potential legislative changes regarding monetization restrictions and a potential new “capital adequacy” requirement for spin-offs
Faculty
Michael J. Cardella
Counsel
Skadden Arps Slate Meagher & Flom
Mr. Cardella advises U.S. and international clients, both private and public, on a range of U.S. income tax matters,... | Read More
Mr. Cardella advises U.S. and international clients, both private and public, on a range of U.S. income tax matters, including the tax aspects of mergers and acquisitions, divestitures, joint ventures and other tax-efficient transactions. He also regularly advises on the tax aspects of financings and capital markets transactions.
CloseTatsuro T. Yamamura
Associate
Skadden Arps Slate Meagher & Flom
Mr. Yamamura represents large U.S. and international financial institutions and other multinational companies on a... | Read More
Mr. Yamamura represents large U.S. and international financial institutions and other multinational companies on a broad range of tax matters, including tax planning and transactional matters.
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