Leveraging Final Sect. 336(e) Regulation Benefits in Acquisitions and Corporate Spin-Offs

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

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Conducted on Thursday, August 22, 2013

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Course Materials

This teleconference will provide tax professionals with a thorough briefing on using and realizing the potential benefits from the finalized Sect. 336(e) in instances of deemed asset sales.


After more than 20 years of waiting for updated guidance, the Service issued final regulations under Sect. 336(e) in June 2013. These regs allow taxpayers to elect to treat the sale, exchange and/or distribution of a corporation’s stock in a subsidiary as a deemed disposition of the subsidiary’s underlying assets.

These final regulations provide a new consideration in structuring sales of corporate stock to minimize the potential impact of federal income taxes on these sales.

Because of the dramatic shift in tax liability potentially resulting from a Sect. 336(e) election, tax professionals must thoroughly understand the tax implications and have the proper agreements in place prior to making the election.

Listen as our panel of veteran tax specialists explains the applications, benefits and pitfalls of Sect. 336(e).



  1. Sect. 336(e) finalized
  2. Who can use Sect. 336(e)
    1. Requirements for using Sect. 336(e)
    2. Special considerations that apply to S corporation targets
  3. Consequences of the Sect. 336(e) election
  4. Time and manner of making the Sect. 336(e) election


The panel will explore topics such as:

  • Deciding when a Sect. 336(e) election is preferable to a Sect. 338 election.
  • Determining the availability of Sect. 336(e) election in certain spin-off transactions under Sect. 355.
  • Meeting the requirements for making a Sect 336(e) election.
  • Understanding the crucial aspects of the two models for a deemed asset sale under the regulations.

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


Leigh Griffith
Leigh Griffith

Waller Lansden Dortch & Davis

He manages the firm's Tax Practice and has extensive experience in federal tax compliance and planning. He has...  |  Read More

Pamela Glazier
Pamela Glazier

Ropes & Gray

Her practice focuses on tax issues in private equity and M&A transactions. She also advises clients on tax matters...  |  Read More

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