Structuring Spin-Offs: Reverse Morris Trusts, Section 355 Safe Harbors
Recording of a 90-minute premium CLE video webinar with Q&A
This CLE webinar will examine the tax ramifications of spin-off and split-off transactions and how they can be structured to avoid taxation on the company or its shareholders. The panel discussion will include IRC Section 355, regulatory safe harbors, and Reverse Morris Trusts.
Outline
- Taxation of corporate spin-offs generally: to company, shareholders
- IRC Section 355
- Prohibited transactions
- Safe harbors
- Structuring a Reverse Morris Trust
Benefits
The panel will review these and other vital issues:
- What kinds of spin-offs and split-offs are taxable to a company or its shareholders?
- What safe harbors are available under Section 355 to avoid tax on a spin-off transaction?
- How is a Reverse Morris Trust structured, and what are the pitfalls to be avoided?
Faculty
Devon M. Bodoh
Partner
Weil Gotshal & Manges
Mr. Bodoh advises clients on cross-border mergers, acquisitions, inversions, spin-offs, other divisive strategies,... | Read More
Mr. Bodoh advises clients on cross-border mergers, acquisitions, inversions, spin-offs, other divisive strategies, restructurings, bankruptcy and non-bankruptcy workouts, the use of net operating losses, foreign tax credits, deficits and other tax attributes, and consolidated return matters.
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William S. Dixon
Managing Director
Citigroup Global Markets
Mr. Dixon is an investment banker and Managing Director at Citigroup Global Markets Inc., where he focuses on... | Read More
Mr. Dixon is an investment banker and Managing Director at Citigroup Global Markets Inc., where he focuses on tax-advantaged domestic and cross-border M&A transactions, capital structure solutions and financings for public and private companies, including mergers, acquisitions, divestitures, buy-outs, and SPAC transactions. He also is a member of the firm’s Fairness Opinion Committee.
Mr. Dixon has served as an adjunct assistant professor at Brooklyn Law School and taught classes on the taxation of securities and derivatives and the taxation of partnerships. He has also taught as an adjunct at the Peter J. Tobin School of Business at St. John’s University and has given guest lectures for classes at Harvard Law School and NYU’s Leonard N. Stern School of Business
Mr. Dixon currently serves on the Board of Directors of the International Tax Institute, is a member of the New York Steering Committee of the International Fiscal Association, and was formerly Chair of the U.S. Activities of Foreigners and Tax Treaties Committee of the ABA’s Section of Taxation. He is also a former John S. Nolan Fellow and also served on the ABA’s Task Force on International Tax Reform. Will speaks frequently about Federal income tax matters.
Prior to joining Citigroup, Mr. Dixon was a Senior Attorney at Cravath, Swaine & Moore LLP, a law firm in New York City; he earned his J.D. (magna cum laude) from Boston University School of Law.
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Darin A. Zywan
Principal, Corporate Tax
KPMG
Mr. Zywan focuses on the federal income taxation of domestic and cross-border mergers, acquisitions, spin-offs, other... | Read More
Mr. Zywan focuses on the federal income taxation of domestic and cross-border mergers, acquisitions, spin-offs, other divisive strategies, restructurings, and acquisition financing, with a particular emphasis on corporate tax planning, the utilization of net operating losses and other tax attributes, and consolidated return matters.
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