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OnDemand Course

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.

88 minutes
Course Exam
Certificate of Completion
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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

Applications have not yet been submitted for Delaware, Idaho, Kentucky, Maine, New Hampshire, 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.

  • 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.

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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

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 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.

All of your training, right here at Lorman

All of your training, right here at Lorman.

Pay once and get a full year of unlimited training in any format, any time!

  • OnDemand Courses
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  • MP3 Downloads
  • Course Manuals
  • Executive Reports
  • White Papers and Articles

Additional benefits include:

  • State Specific Credit Tracker
  • All-Access Pass Course Concierge

Questions? Call 877-296-2169 to speak with a real person.

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Product ID: 408259
Published 2021
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