Spin-Offs and Carve-Out Divestitures: Navigating Legal and Tax Challenges

Key Considerations for Deal Structuring, Economic Terms, Due Diligence, Asset Transfers, and More

Recording of a 90-minute premium CLE webinar with Q&A

Conducted on Thursday, August 28, 2014

Recorded event now available

or call 1-800-926-7926
Course Materials

This CLE course will provide guidance to deal counsel for navigating and structuring 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.


Spin-offs and equity carve-outs involve many layers of business and legal decisions, including assets to be sold, allocation of liabilities, assignment of certain rights, and alternative corporate governance structure of the new business after the divestiture.

Intensive due diligence is critical to avoid unforeseen risks and liabilities. Further, counsel must be careful to anticipate and address potential tax liabilities, missteps with contract assignment and transfers of intellectual property rights, and other change of ownership considerations when structuring the deal.

Listen as our authoritative panel explains key issues that deal counsel must confront when advising businesses undertaking a spin off or carve out divestiture. The panelists will provide best practices when conducting due diligence, structuring the deal, transitioning employees and employee benefits, and ensuring legal compliance.



  1. Recent trends in spin offs and carve outs
  2. Key legal and tax considerations with spin offs
  3. Key legal considerations with carve outs


The panel will review these and other key questions:

  • What are the key legal and financial issues businesses should consider before undertaking a spin off or carve out?
  • How can information obtained during due diligence be used as leverage in deal negotiations?
  • What are the principal tax issues that arise in spinoff transactions and other carve out transactions?


Andrew M. Eisenberg
Andrew M. Eisenberg

Jones Day

Mr. Eisenberg advises clients on a wide range of federal income tax issues related to corporate mergers and...  |  Read More

Peter E. Izanec
Peter E. Izanec

Jones Day

Mr. Izanec represents public and private companies, private equity funds, and hedge funds in a wide variety of mergers,...  |  Read More

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