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.
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Why Lorman?
Over 37 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 37 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, 2021.
Call 1-866-352-9540 for further credit information.
- 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.
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.
Audio & Reference Manual
- AK CLE 1.5
This program does NOT qualify, nor meet the National Standard for NASBA accreditation.
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Why Lorman?
Over 37 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
Wilson Sonsini Goodrich & Rosati, P.C.
- Partner at Wilson Sonsini Goodrich & Rosati, P.C. in Palo Alto, CA
- Represents technology and life science companies in connection with all aspects of U.S. federal income tax planning, including domestic and cross-border mergers and acquisitions, equity and debt financings, IPOs and convertible note offerings, and corporate restructuring
- Regularly presents at speaking engagements and has authored/co-authored publications related to topics on mergers and acquisition, tax consequences, corporate tax, etc.
- Member, 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 [email protected] or (650) 565-3815
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Why Lorman?
Over 37 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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