3-Hour Program

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Overview

Business separation transactions represent a substantial portion of all M&A transactions. Many of these take the form of spin-offs, equity carve-outs and similar architectures not involving an outright sale. But what is a spin-off, what makes it different from other types of business separation transactions, and why are people doing more of them? This program will provide an in-depth perspective on the factors that drive the recent trend towards business disaggregation, the fiduciary duties of directors in considering and approving spin-offs, and the latest developments in the complex requirements that apply to spin-offs under federal securities and tax laws. In addition, emphasis will be given to practical obstacles and pitfalls in structuring and executing spin-offs.

 What’s on the Agenda

  • Different spin-off architectures
  • Strategic and other factors motivating companies to spin off business units
  • What directors must do to comply with their fiduciary duties when considering and approving spin-offs
  • Recent developments in structuring spin-offs that are tax-free and exempt from Securities Act registration
  • How to navigate vexing business separation issues, such as transitioning of personnel and related compensation issues, fraudulent conveyance, anti-assignment clauses in contracts and allocation of intellectual property

Who Should Attend

 This program is geared toward all attorneys and allied professionals interested in learning more about how spin-offs are executed.


Credit Details