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Spinoffs Private Letter Rulings

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

Jones Day

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

Jones Day on

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

Cadwalader, Wickersham & Taft LLP

A Peek Behind the Curtain: IRS Musings on Spinoff Ruling Procedures

Speaking at several tax conferences this month, several senior IRS officials, including the Associate Chief Counsel, Corporate, discussed the nuances of the device requirement for spinoffs and signaled a willingness to relax...more

Wilson Sonsini Goodrich & Rosati

IRS Ruling May Signal Relaxation of "Collection of Income" Prong of Section 355 Active Trade or Business Test

On May 17, 2019, the Internal Revenue Service (IRS) published private letter ruling 201920008 (the PLR), which concluded that a transaction qualifies as a tax-free spin-off under Section 355 despite the fact that the...more

A&O Shearman

IRS Expands Scope of Spin-Off Private Letter Rulings in 18-Month Pilot Program

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On September 21, 2017, the IRS announced in Revenue Procedure 2017-52 (the “Pilot Program Rev. Proc.”) that it is expanding the scope of spin-off private letter ruling requests that it will consider. The pilot program is...more

Kramer Levin Naftalis & Frankel LLP

Funds Talk: June 2017 - The IRS Resumes Issuing Private Letter Rulings on ‘Leveraged’ and ‘North-South’ Spinoffs

The IRS announced in May that it will resume issuing private letter rulings (PLRs) on two types of spinoff transactions — leveraged spinoffs and north-south spinoffs — that had been on its “no-rule” list since 2013. In a...more

A&O Shearman

Internal Revenue Service Announces It Will Recommence Issuing Private Letter Rulings on Certain Spin-Off Debt Exchanges

A&O Shearman on

The Internal Revenue Service has announced that it will recommence issuing private letter rulings concerning whether a distributing corporation’s transfer of stock or securities of a controlled corporation (or “Spinco”) in...more

Proskauer - Tax Talks

IRS Updates Ruling Policy on Corporate Business Purpose and Device Requirements under Section 355

Proskauer - Tax Talks on

The U.S. Internal Revenue Service (“IRS”) released Revenue Procedure 2016-45 (the “Revenue Procedure”) on August 26, 2016, permitting taxpayers once again to seek private letter rulings on issues of “corporate business...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

Goodwin

Darden Restaurants and MGM Resorts International Take Different Paths in Unlocking Real Estate Value

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In recent years, a number of public companies have sought to unlock the value embedded in their corporate real estate assets by separating the real estate and other assets into two separate entities – a so-called PropCo/OpCo...more

Goodwin

IRS Announcements Create Market Uncertainty for REIT Spin-Offs

Goodwin on

In issuing IRS Notice 2015-59 and Rev. Proc. 2015-43 last week, the IRS intentionally created significant market uncertainty about the viability of “PropCo/OpCo” spin-offs as part of the PropCo’s REIT conversion (e.g., where...more

Morrison & Foerster LLP

New IRS Guidance Limits Tax-Free Spin-Off Rulings – Implications for REIT Spin-Offs

On September 14, 2015, the Internal Revenue Service (“IRS”) issued Notice 2015-59 (the “Notice”) and Revenue Procedure 2015-43 (the “Rev Proc”; together with the Notice, the “Spin-Off Guidance”). Under the Spin-Off Guidance,...more

Lowndes

IRS Presses Pause on Issuing Rulings

Lowndes on

The IRS announced earlier this week that it may temporarily stop reviewing private letter ruling requests on the issue of whether a spin-off qualifies as tax-free under Section 355. More specifically, the IRS may hit pause on...more

Davis Wright Tremaine LLP

Are REITs a Viable Strategy for Communications Companies?

Windstream Holdings, Inc. recently announced plans to spin off its copper, fiber and other fixed real estate assets into an independent publicly traded real estate investment trust (REIT). Windstream received a private letter...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

"Recent Developments in Tax Law: Impact on Corporate Tax Strategies in 2014"

Recent changes in IRS private letter ruling policy likely will result in greater taxpayer reliance on tax opinions, which may impact certain corporate strategies in the coming year. Tax-Free Spin-Offs - During...more

McDermott Will & Emery

Inside M&A - Spring 2013

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Top Five Traps for the Unwary in Spin-Offs - A wave of corporate breakups has swept through the United States over the last few years as investors have taken notice of the fact that smaller companies focused on a...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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