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 panel 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 panel 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
Amie Colwell Breslow
Of Counsel
Jones Day
Ms. Breslow practices across a broad range of U.S. federal tax matters, including cross-border mergers, acquisitions,... | Read More
Ms. Breslow practices across a broad range of U.S. federal tax matters, including cross-border mergers, acquisitions, spin-offs, and other divisive strategies and restructurings. She has extensive experience working with large multinational companies on managing and executing complex, multi-step reorganizations and divestures, developing workable policies at an industry-wide level in response to global economic policy initiatives and changes in foreign tax and corporate law, and advising clients on token offerings and entity structures. As a former in-house tax counsel and attorney at the Office of Associate Chief Counsel (Corporate), Ms. Breslow blends substantive tax knowledge with an understanding of corporate objectives, and first-hand insights on the guidance and publications process.
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Joseph M. Pari
Partner
Weil, Gotshal & Manges
Mr. Pari is Co-Chair of Weil’s Tax Department and is based in New York and Washington, D.C. He has extensive... | Read More
Mr. Pari is Co-Chair of Weil’s Tax Department and is based in New York and Washington, D.C. He has extensive experience advising on federal income taxation of domestic and cross-border mergers, acquisitions, spin-offs, other divestiture types, restructurings, bankruptcy and non-bankruptcy workouts, acquisition financing and the use of pass-through entities in acquisitive and divisive transactions, with a particular emphasis on corporate tax planning, the utilization of net operating losses and other tax attributes and consolidated return matters. Mr. Pari is on Bloomberg Industry Group's Corporate Taxation Advisory Board and the New York University Institute on Federal Taxation advisory board and is an adjunct faculty member at the Georgetown University Law Center. He is a frequent speaker on tax issues relating to mergers and acquisitions, spin-offs and other divestitures, corporate tax planning, workouts and consolidated return matters.
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