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Section 355: Requirements, Recent Developments, and Case Studies

Purchase this ondemand webinar and find out the benefits and requirements of Section 355.

Tax-free spinoffs are a popular strategy for corporations seeking to restructure their business operations and/or dispose of corporate assets without incurring tax. Significant changes to IRS private letter ruling policy in 2013 placed more weight on opinions of tax counsel as conditions to tax-free spinoffs and raised questions about the continuing viability of certain planning techniques. Yet these changes appear to have had little effect on the popularity of tax-free spinoffs, with dozens of new public company spin-offs announced in 2014. This ondemand webinar will review the myriad requirements of Section 355, examine historical and existing IRS private letter ruling policy and practice, and focus on issues raised by recent divisive transactions, including tax-efficient allocations of debt, cash-rich split-offs and REIT spin-offs.

Runtime: 96 minutes
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Over 33 years and 1.4 million customers worth of experience providing continuing education. Our passion is providing you world-class training to help you succeed in business and as a professional.

Agenda

Introduction to Spin-Offs

Overview of Section 355 Requirements

IRS Private Letter Ruling Policy - Evolution and New No-Rule Areas

  • Recap Into Control
  • Debt Issues in Anticipation of a Spin-Off
  • North-South Transactions

Case Studies

  • Cendant/Realogy
  • Graham Holdings/Miami Station
  • Yahoo┬«/Alibaba and Liberty Interactive/TripAdvisor┬«
  • Penn National Gaming/GLPI
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Why Lorman?

Over 33 years and 1.4 million customers worth of experience providing continuing education. Our passion is providing you world-class training to help you succeed in business and as a professional.

Credits

OnDemand Course

This course was last revised on March 26, 2015.

Call 1-866-352-9540 for further credit information.

This program does NOT qualify, nor meet the National Standard for NASBA accreditation.

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Why Lorman?

Over 33 years and 1.4 million customers worth of experience providing continuing education. Our passion is providing you world-class training to help you succeed in business and as a professional.

Faculty

Michael J. Alter

Michael J. Alter

Fried, Frank, Harris, Shriver & Jacobson LLP

  • Tax partner resident in Fried, Frank, Harris, Shriver & Jacobson LLP's Washington, DC office
  • Joined the firm in 2000 and became a partner in 2006
  • Practice focuses on federal income taxation, with particular emphasis on the structuring and negotiation of taxable and tax-free acquisitions and dispositions, reorganizations and spin-offs, as well as tax planning for debt and equity securities offerings
  • Consistently recognized by Chambers USA: America's Leading Lawyers for Business as a leading individual in Tax, where he is described by clients as "very practical and is able to focus on the important issues," and "is very clear, knowledgeable and focused"; also recognized by Legal 500 in Tax: East Coast
Alan S. Kaden

Alan S. Kaden

Fried, Frank, Harris, Shriver & Jacobson LLP

  • Tax partner resident in Fried, Frank, Harris, Shriver & Jacobson LLP's Washington, DC office and chairman of that office's Tax Department
  • Joined the firm in 1981 and became a partner in 1987 and is also a member of the Firm's Governance Committee and a co-managing partner of the Washington, DC office
  • Experienced in all the principal areas of tax law, with particular emphasis on the structuring and negotiation of taxable and tax-free corporate acquisitions, reorganizations, spin-off transactions and dispositions of ongoing business enterprises, the structuring of investment funds, the development of partnership and other joint-venture arrangements for various business ventures and tax planning for financings and other capital formation transactions
  • Has extensive tax litigation experience, the combination of which, with his transactional tax work, is a distinguishing element of his practice
  • Works closely with various practice groups throughout the Firm and is a key member of the corporate transactional practice
  • Acts as tax adviser to a number of major public and private corporations, investment bankers and other law firms
  • Recently represented Cargill, Incorporated in the US $24 billion split-off and disposition of its 64% stake in The Mosaic Company (for which he was recognized by American Lawyer as "Dealmaker of the Week" and Law360 as a 2011 "MVP Lawyer of the Year"); Permira Advisers ltd. in its US$1.5 billion acquisition of Genesys Telecommunications Laboratories, Inc. from Alcatel-Lucent; Abraxis BioScience, Inc. in its US $2.9 billion acquisition by Celgene Corporation; Simon Property Group, Inc. in its acquisition of the outlet shopping center business of Prime Outlets Acquisition Company and its acquisition of The Mills Corporation; APP Pharmaceuticals, Inc. in its acquisition by Fresenius SE; Dow Jones in its acquisition by News Corp.; BellSouth in Cingular's acquisition of AT&T Wireless Services, Inc.; and a major private equity fund in various acquisitions
  • Adjunct professor of law at Georgetown University Law Center and a member of various tax committees and has authored numerous published articles
  • Consistently recognized by Chambers Global: The World's Leading Lawyers for Business and Chambers USA: America's Leading Lawyers for Business as a leading individual for Tax and is consistently recognized by Legal 500 in Tax: East Coast; selected as a "Leading Lawyer" in tax law by the Legal Times of Washington and among "Washington's Best Lawyers" by Washingtonian magazine, and was nominated as a "Top Washington Lawyer" in tax law by the Washington Business Journal
No photo available

W. Reid Thompson

Fried, Frank, Harris, Shriver & Jacobson LLP

  • Tax associate resident in Fried, Frank, Harris, Shriver & Jacobson LLP's Washington, DC office
  • Practice focuses on federal income taxation, with particular emphasis on the structuring and negotiation of taxable and tax-free corporate acquisitions, reorganizations, spinoffs and dispositions of ongoing business enterprises
  • Prior to joining Fried Frank, Mr. Thompson served as law clerk to Chief Judge John A. Woodcock, Jr., of the United States District Court for the District of Maine
  • J.D. degree, University of Chicago Law School; B.A. degree, Brown University
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Product ID: 395840
Published 2015
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