News & Analysis as of

Shareholders Section 355

Farrell Fritz, P.C.

You Can Spin It Off Or Split It Up, But Keep It Active

Farrell Fritz, P.C. on

A couple of months back, a local business reporter asked whether I could identify one kind of corporate transaction that was occupying more of my time than any other. When I asked whether they were referring to any specific...more

Farrell Fritz, P.C.

Tax-Free Spin-Off? That May Depend . . . On Post-Spin-Off Events

Farrell Fritz, P.C. on

The Break-Up- After a tense period of disagreement and stalemate, the threaten of litigation, the ensuing economic and emotional stress, Client and their former fellow-shareholder (“Departing”) – and onetime friend, before...more

Alston & Bird

Split-offs and Device

Alston & Bird on

Our Federal Tax Group considers ways to pass the inscrutable device prohibition in the Section 355 rules. - An “out” from device - How about a Morris Trust transaction? - Where does the cash come in?...more

Dickinson Wright

Using Tax-Free Section 355 Split-Off In Corporate Division

Dickinson Wright on

Sometimes, it becomes necessary for a corporation to be divided, in which a shareholder or a group of shareholders would separate from the corporation and take with them a business division, unit or location. Parties...more

Proskauer - Tax Talks

IRS Resumes Issuing Transactional Spin-Off Rulings

Proskauer - Tax Talks on

On September 21, 2017, the Internal Revenue Service (the “IRS”) issued Revenue Procedure 2017-52 (the “Rev. Proc.”), introducing an 18-month “pilot program” in respect of corporate “spin-off,” “split-up” and “split-off”...more

Troutman Pepper

When a 'Business Expansion' Can Satisfy the Active Trade or Business Requirement in Section 355 Distributions - Volume 2016, Issue...

Troutman Pepper on

The active trade or business rules are detailed and highly fact specific, and the IRS continues to refine its view on the qualification requirements. In order to separate two businesses housed in one corporation or in a...more

Alston & Bird

New Spin-Off Regulations Proposed

Alston & Bird on

In July the Treasury proposed regulations reinterpreting Section 355 in cases where one of the corporations involved in the spinoff has more investment assets than the other or very little five-year active trade or business...more

Proskauer Rose LLP

Proposed Regulations under Section 355 Clarify Device and Active Trade or Business Requirements for Tax-Free Spin-offs

Proskauer Rose LLP on

On July 15, 2016, the U.S. Internal Revenue Service (IRS) and the Department of the Treasury (Treasury) published proposed regulations that would modify the device and active trade or business requirements for tax-free...more

Troutman Pepper

Section 355 Guidance: More Clarity and New Tests on Device, Active Trade or Business and Distribution of Control

Troutman Pepper on

The recent guidance under section 355 is a significant attempt by the IRS to clarify in a formal way what it historically has been able to do on a case-by-case basis through the private letter ruling process....more

McDermott Will & Emery

IRS Issues Another Significant Ruling on Spin-off of Real Estate

In certain recent transactions, a corporation distributes a subsidiary corporation holding the distributing corporation’s real estate assets to the distributing corporation’s shareholders in a tax-free “spin-off.” Not only...more

Skadden, Arps, Slate, Meagher & Flom LLP

"New Section 355 No-Rule Policies"

On January 2, 2013, the Internal Revenue Service (the Service) released Rev. Proc. 2013-3, its annual list of areas in which it no longer will issue private letter rulings or determination letters (the 2013 No-Rule List). Of...more

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