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. There are numerous and often esoteric requirements for a spin-off to qualify as a tax-free transaction for U.S. federal income tax purposes. This presentation 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 spinoff structuring. This workshop will also discuss areas under current IRS study, recent revisions to the IRS private letter ruling policy, and alternative structures if a tax-free spin-off is not available. Finally, this discussion will discuss issues specifically impacting technology and life science companies.
Agenda
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
Timothy Shapiro
Cooley LLP
- Partner at Cooley LLP in Palo Alto, CA.
- Practice focuses on U.S. federal income tax advice for public and private companies on domestic and cross-border transactional matters, including mergers and acquisitions, reorganizations, debt and equity financings, and the formation and operation of limited liability companies and other pass-through entities.
- Presents at conferences and webinars on topics related to corporate taxation and startup taxes
- Member, American Bar Association
- Previous law clerk to the Hon. Richard A. Posner of the U.S. Court of Appeals for the Seventh Circuit
- J.D. degree, Stanford Law School; B.A. degree in economics and music, Amherst College
- Can be contacted at [email protected] or (650) 843-5403
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