Abstract

http://ssrn.com/abstract=2358176
 


 



The Aftermath of a Section 355 Transaction (Parts 1 and 2)


Herbert N. Beller


Northwestern University - School of Law; Sutherland Asbill & Brennan LLP

William Pauls


Sutherland Asbill & Brennan LLP - Washington, D.C. Office

January 9, 2014

Corporate Taxation, p. 3, November-December 2013 (Part 1), and Corporate Taxation, p. 3, January-February 2014 (Part 2)
Northwestern Public Law Research Paper No. 13-39
Northwestern Law & Econ Research Paper No. 13-38

Abstract:     
This two-part article explores a wide variety of situations in which the tax-free treatment of corporate spin-offs and other separations under section 355 of the Internal Revenue Code 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 section 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 section 355 transactions; and (iii) common analytic themes for assessing, and suggestions for minimizing potentially adverse tax implications of post-spin developments.

Number of Pages in PDF File: 58

Keywords: corporate spin-offs, section 355, tax-free corporate separations

JEL Classification: K34

Accepted Paper Series


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Date posted: November 22, 2013 ; Last revised: February 7, 2014

Suggested Citation

Beller, Herbert N. and Pauls, William, The Aftermath of a Section 355 Transaction (Parts 1 and 2) (January 9, 2014). Corporate Taxation, p. 3, November-December 2013 (Part 1), and Corporate Taxation, p. 3, January-February 2014 (Part 2); Northwestern Public Law Research Paper No. 13-39; Northwestern Law & Econ Research Paper No. 13-38. Available at SSRN: http://ssrn.com/abstract=2358176

Contact Information

Herbert N. Beller (Contact Author)
Northwestern University - School of Law ( email )
375 East Chicago Avenue
Chicago, IL 60611
United States
Sutherland Asbill & Brennan LLP ( email )
700 Sixth St., NW
Washington, DC 20001
United States
(202) 383-0120 (Phone)
William Pauls
Sutherland Asbill & Brennan LLP - Washington, D.C. Office ( email )
700 Sixth Street NW
Suite 700
Washington, DC 20001-3980
United States
2023830264 (Phone)
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