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Spinoffs

Kaufman & Canoles

K&C Sports & Entertainment Law Weekly Roundup - September 2024

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Illinois Attorney General Kwame Raoul announced that Illinois has joined an $82.5 million proposed antitrust settlement with Varsity Brands (Varsity). As a result, Illinois consumers who paid to participate in Varsity Brands’...more

Benesch

Dialysis & Nephrology Digest - August 2024

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As value-based care (VBC) models continue to grow across our nation’s health system and specifically within different specialties like nephrology, the costs and challenges of maintaining these models continue to rise. In...more

McDermott Will & Emery

Protecting Employees’ Tax Position After a Spin-off

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Spin-offs have become increasingly popular with innovative companies as a method of unlocking shareholder value, but the transaction is not always tax-free, particularly for international employees holding equity awards or...more

Dorsey & Whitney LLP

Energy Law: Month in Review - May 2024

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Welcome to Dorsey’s Energy Law: Month in Review. We provide this update to our clients to identify significant developments in the previous month. ...more

Cooley LLP

Recent Release of Updated Procedures for Section 355 Private Letter Rulings

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The US Department of the Treasury (Treasury Department) and the IRS recently released Revenue Procedure 2024-24 (Revenue Procedure) and Notice 2024-38 (Notice) establishing revised standards and procedures for taxpayers...more

Cadwalader, Wickersham & Taft LLP

IRS Distributes New Ruling Requirements for Corporate Spin-Off Transactions

Earlier this month, the IRS released Revenue Procedure 2024-24, which sets forth new requirements for requests for private letter rulings ("PLRs") on corporate spin-off and split-off transactions.  (Both spin-offs...more

Skadden, Arps, Slate, Meagher & Flom LLP

The Informed Board - Spring 2024

Artificial intelligence is not just about chatbots. Increasingly, it is used by government for enforcement, and boards need to prepare for that, just as they need to get ready for upcoming climate disclosure requirements....more

Mayer Brown

In re Match Group, Inc.: Delaware Supreme Court Clarifies Standard of Review for Controlling Stockholder Transactions

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In a recent decision, the Delaware Supreme Court clarified the proper standard to apply to a non-freeze-out merger transaction involving a controlling stockholder. Litigators who practice in the Delaware Court of Chancery are...more

Lathrop GPM

Delaware Supreme Court Clarifies Standard of Review for Conflicted Stockholder Transactions with In re Match Group Opinion

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On April 4, 2024, the Delaware Supreme Court issued its opinion in In re Match Group, Inc. Derivative Litigation, clarifying that the heightened entire fairness standard of review applies to judicial review of any transaction...more

Knobbe Martens

3M Spins Off Healthcare Business Solventum

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3M recently completed the spinoff of its healthcare technology business as the new standalone public company, Solventum Corporation.  Solventum has an IP portfolio with over 7,300 patents globally....more

Cadwalader, Wickersham & Taft LLP

IRS Hints at Revolution in Tax-Free Spin-Off Rules, Ruling Practice

Over the last three months, public statements by U.S. Treasury and Internal Revenue Service officials have suggested that they are in the process of significantly revising the rules governing tax-free spin-offs, split-offs...more

Constangy, Brooks, Smith & Prophete, LLP

EEOC makes significant updates to EEO-1 Report

The Equal Employment Opportunity Commission has required filing of the EEO-1 Report since 1966. Generally, all private employers with 100 or more employees must file the EEO-1 Report on an annual basis. Additionally, prime...more

Benesch

Dialysis & Nephrology Digest - August 2023

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NY non-compete ban still receiving pushback as Governor waits to sign off - While NY Governor Kathy Hochul waits to sign off on one of the country’s toughest bans on non-compete agreements, many lobby groups from the...more

Benesch

Dialysis & Nephrology Digest - June 2023

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Benesch: MN ban on non-compete agreements includes carveout for business sale, dissolution - Benesch Law notes the bill only awaits the signature of MN’s Governor and could become law as early as July 1. It would prevent...more

Wilson Sonsini Goodrich & Rosati

IRS Permits Pre-Revenue Company to Undertake a Tax-Free Spin-Off

On November 18, 2022, the Internal Revenue Service (IRS) published private letter ruling 202246008 (the PLR), which concluded that a transaction qualifies as a tax-free spin-off under Section 3552 despite the fact that the...more

Orrick, Herrington & Sutcliffe LLP

OLNS#10: University Entrepreneurship & Spin-offs in Germany – Set-up / IP / Financing and Much More

In substantially all the major world markets, we have dedicated technology lawyers who support young German technology companies on their growth trajectory through all stages. As one of the top tech law firms in the world, we...more

Polsinelli

Promise Made, Promise Kept: The Justice Department Follows Through With Interlocking Directorate Enforcement

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On October 19, 2022, the Antitrust Division of the Department of Justice (“DOJ”) issued a press release heralding the resignation of seven directors from ten companies’ boards of directors in response to the government’s...more

Knobbe Martens

3M to Spin Off Health Care Business

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The 3M Company announced on July 26th that it will spin off its health care business into a separate, publicly-traded company. The health care business will focus on wound care, oral care, healthcare IT, and biopharma...more

Miller Nash LLP

Today in Tax: IRS Introduces Fast-Track Process for Obtaining Letter Rulings

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Corporate reorganizations and spin-off transactions are transactions where there is often a great deal of incentive to qualify for tax-free treatment. In many cases, the amount of tax at issue justifies obtaining a private...more

Skadden, Arps, Slate, Meagher & Flom LLP

Build Back Better Act Would Change Monetization Playbook for Tax-Free Spin-Offs

Takeaways - Tax law changes in the Build Back Better Act (BBBA) would limit the amount of value a company could extract in a spin-off by using a debt-for-debt exchange. Companies may be able to achieve most of the...more

Jones Day

New Fast-Track IRS Guidance for Spin-Offs and Other Corporate Transactions

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On January 14, 2022, the Internal Revenue Service ("IRS") released Revenue Procedure 2022-10, which establishes a "fast-track processing" pilot program for certain private letter ruling requests that are solely or primarily...more

Proskauer - Tax Talks

Senator Manchin Announces That He Will Not Support the Build Back Better Act – Where Things Stand Now

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Yesterday, on December 19, 2021, Senator Joe Manchin (D., W.Va.) said that he opposes the Build Back Better Act, which effectively prevents its passage.  While there are no immediate prospects for the Build Back Better Act to...more

Miller Nash LLP

Today in Tax: Foreign Tax Credits Against Digital Service Taxes, Partial Spin-Off Structures, and Filing Relief for Equity Grants,...

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Brief commentary on recent cases, rulings, notices, and related federal tax guidance as of December 14, 2021. U.S. Agreements Expand Potential Tax Credits for Digital Service Taxes - The global tax landscape is...more

Cadwalader, Wickersham & Taft LLP

Breaking Up: Case Study on GE’s Proposed Spin-Offs

The Cadwalader Tax team has prepared a case study summarizing General Electric’s recently announced plans to split into three publicly traded companies through sequenced tax-free spin-off transactions. ...more

Miller Nash LLP

Today in Tax: Spin-offs, Tax Elections, and Subpart F

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Regulations frequently change as Congress adopts new policies and the IRS issues new or revised regulations implementing those policy changes. Tax elections based on existing law cannot be revoked if later regulatory changes...more

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