Tuesday, December 3, 2013
Herbert N. Beller & William Pauls (both of Sutherland Asbill & Brennan, Washington, D.C.), The Aftermath of a Section 355 Transaction (Part 1), Corp. Tax'n, p. 3, Nov.-Dec. 2013:
This is the first part of a two-part article that explores a wide variety of situations in which the tax-free treatment of corporate spin-offs and other separations under § 355 can be jeopardized by transactions or other events that occur after the separation has been completed. Part 1 reviews the statutory and nonstatutory requirements of § 355 transactions and then focuses on (i) deviations from the purported business purpose for the spin and (ii) post-spin transactions involving dispositions of assets by the distributing of the spun-off corporation. Part 2 covers (i) post-spin transactions involving dispositions or new issuances of the stock of the distributing corporation; (ii) important recent changes in IRS ruling policy with respect to § 355 transactions; and (iii) common analytic themes for assessing, and suggestions for minimizing potentially adverse tax implications of post-spin developments.