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The Use of Spin-Offs: Tax Strategies to Dispose of Corporate Assets


Understand the requirements of a tax-free spin-off and common pitfalls in tax-free spin-off structuring.

A spin-off of assets or stock by a corporation can incur significant corporate and stockholder level tax if not properly structured, and there are numerous and often esoteric requirements for such a spin-off to qualify as a tax-free spin-off for U.S. tax purposes. This topic will help tax advisors and in-house tax practitioners understand the reasons when to pursue a tax-free spin-off, the requirements of a tax-free spin-off and common pitfalls in tax-free spin-off structuring. This material will also discuss areas that are under current IRS study and alternative structures if a tax-free spin-off is not available. Finally, this information will discuss issues specifically impacting technology and life science companies.



Myra Sutanto Shen

Myra Sutanto Shen

Wilson Sonsini Goodrich & Rosati

  • Partner, Wilson Sonsini Goodrich & Rosati
  • U.S. federal income tax planning for a variety of corporate transactions, including corporate formations, financings and restructurings, equity offerings, and mergers and acquisitions
  • Select speaking engagements include: “Dealing with Losses: CARES Act Changes, Debt Restructuring and Other Strategies for a Strong Future,” panelist, High Tech Tax Institute, November 10, 2020; “The 2017 Tax Act’s Impact on Emerging Growth Enterprises and Start-Ups,” Practicing Law Institute, on-demand one-hour briefing, April 23, 2019; and "Qualified Small Business Stock Trends in Venture Financings and Mergers and Acquisitions," Practicing Law Institute, on-demand one-hour briefing, August 3, 2017
  • Articles include: co-author, “USA” chapter, Corporate Tax 2020, Eighth Edition, Global Legal Insights, 2020; co-author, “USA” chapter, Corporate Tax 2019, Seventh Edition, Global Legal Insights, 2019; co-author with D. Glazer, "The UK Startup's Guide to Navigating the U.S. Tax Implications of U.S. VC Investment," Notion Capital Insights, December 13, 2017; and "The Other Holding Period: Qualified Small Business Stock and the Magic of Five Years," M&A Tax Report, November 2016
  • Member, International Fiscal Association, American Bar Association
  • J.D. degree, Northwestern University School of Law; B.A. degree in integrated science and biology, Northwestern University
  • Can be contacted at 650-565-3815 or [email protected]

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