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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.

Runtime: 88 minutes
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Why Lorman?

Over 34 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

When Does a Tax-Free Spin-Off Make Sense?

  • Costs Versus Value
  • Operational Restrictions
  • Availability for Technology Companies

Basic Requirements

  • Statutory and Regulatory Requirements
  • Ruling Requirements

IRS Study and Rulings

  • Hot Dog Stand Ruling
  • IRS Study of Active Trade or Business Requirement for Entrepreneurial Businesses
  • Recent Revenue Procedures

Alternatives

  • Tracking Stock
  • 336(e) Elections
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Why Lorman?

Over 34 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

Applications have not yet been submitted for Delaware, Idaho, Kentucky, Ohio, Oklahoma, South Carolina, and Wyoming CLE for this course. However, if you are interested in obtaining CLE for any of the listed states or have any additional credit questions please email us at [email protected] or call us at 866-352-9540.

This course was last revised on March 26, 2021.

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

  • AIPB 1.5
     
  • This program is acceptable for 1.5 CPEC(s) towards the CB designation through the American Institute of Professional Bookkeepers (AIPB).
     
  • AK CLE 1.5
     
  • Alaska attorneys may receive 1.5 hours of continuing legal education for completing this program. Please contact the Alaska Bar Association or go to www.alaskabar.org for details regarding reciprocity with other states.
     
  • AL CLE 1.5
     
  • This course or a portion thereof has been approved by the Alabama State Mandatory Continuing Legal Education Commission for a maximum of 1.5 hours credit.
     
  • AR CLE 1.5
     
  • This course has been approved for 1.5 hours of CLE by the Arkansas CLE Board.
     
  • Arizona CLE 1.5
     
  • The Arizona State Bar does not pre-approve or pre-certify MCLE programs. However, records of this program and attendance will be maintained by Lorman Education Services for auditing purposes. This activity may qualify for up to 1.5 hours toward your annual CLE requirement for the State Bar of Arizona.
     
  • CA MCLE 1.5
     
  • Lorman Business Center, LLC. is a State Bar of California approved MCLE sponsor and this course qualifies for 1.5 CLE hours of participatory credit.
     
  • CT CLE 1.0
     
  • Neither the Connecticut Judicial Branch nor the Commission on Minimum Continuing Legal Education approve or accredit CLE providers or activities. This course has been approved for CLE credit in jurisdictions aside from CT and therefore it automatically meets the content and delivery requirements in Connecticut. Credit is based on a 60 minute credit hour and shall be awarded as follows: 1.0 CLE credit(s).
     
  • HI CLE 1.25
     
  • This program was approved by the Hawaii State Board of Continuing Legal Education for 1.25 CLE credit hours.
     
  • IL CLE 1.25
     
  • This course was approved for a total of 1.25 hours of MCLE Credit by the Illinois MCLE Board.
     
  • ME CLE 1.0
     
  • This course has been approved by the State of Maine Board of Overseers of the Bar. Lawyers who complete this course shall receive 1.0 hours of CLE credit under M. Bar R. 12.
     
  • ND CLE 1.5
     
  • North Dakota CLE policy does not allow for pre-approval of any self-study courses. This course may qualify for up to 1.5 hours of CLE credit.
     
  • NH MCLE 1.5
     
  • NH MCLE does not approve or accredit CLE activities for the NH Minimum CLE requirement. Lorman Education Services believes this Ondemand course meets the requirement of NH Supreme Court Rule 53 and may qualify for CLE credit(s). Program Length: 87 Minutes.
     
  • NJ CLE 1.8
     
  • This program has been approved by the Board on Continuing Legal Education of the Supreme Court of New Jersey for 1.8 hours of total CLE credit.
     
  • PA CLE 1.0
     
  • This Distance Learning program has been approved by the Pennsylvania Continuing Legal Education Board for 1.0 hours of substantive law, practice and procedure CLE credit.
     
  • RI CLE 1.5
     
  • This program has been approved by the Rhode Island Mandatory Continuing Legal Education Commission for 1.5 hours of CLE credit.
     
  • VT CLE 1.5
     
  • This self-study program has been approved by the Mandatory Continuing Legal Education Board of Vermont for 1.5 hour(s) of CLE credit. Please note: Attorneys may only claim 6 credits per compliance period in this format. This course is considered "Non-Moderated Programming without Interactivity".
     
  • WA CLE 1.5
     
  • This program has been approved by the Washington State Board of Continuing Legal Education for 1.5 hours of A/V credit under the Law & Legal Procedure category.
     
  • WI CLE 1.5
     
  • This program qualifies for 1.5 hour(s) of ondemand CLE through the WI Board of Bar Examiners.
     
  • WV MCLE 1.8
     
  • This program has been approved by the West Virginia State Bar MCLE Commission for 1.8 MCLE hours.
     

To earn each credit Lorman offers through the OnDemand learning platform, you need to watch 100% of the program. Also, for certain credits you will need to fulfill additional requirements which will be displayed on the "credits" tab when viewing the course.

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

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  • Arizona CLE 1.5
     
  • CA MCLE 1.5
     
  • CT CLE 1.0
     
  • HI CLE 1.25
     
  • ME CLE 1.0
     
  • NJ CLE 1.8
     
  • VT CLE 1.5
     
  • WA CLE 1.5
     
  • WV MCLE 1.8
     
The CLE Code is ONLY a requirement when applying for CLE Credit in California (for participatory credit), Kansas, New Jersey or New York. Other states do not need to supply the CLE Code to apply for CLE credit.

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

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Why Lorman?

Over 34 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

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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Why Lorman?

Over 34 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.

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Product ID: 408259
Published 2021
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