On-Demand   On-Demand Web Programs

Spin-offs 2018

Released on: Feb. 19, 2018
Running Time: 03:13:34

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.

 
Lecture Topics [Total RunTime: 03:13:34]
Segments with an asterisk (*) are available only with the purchase of the entire program.

  • Opening Remarks* [00:03:57]
    Matthew P. Salerno
  • The Decision to Separate [01:04:39]
    James E. Rossman, My Chi To, Daniel E. Wolf
  • Variations on the Spin-off [01:00:55]
    Richard M. Casavechia, Corey M. Goodman, David K. Lam
  • Spin-offs: Perspectives of In House Counsel [01:04:03]
    Philip D'Ambrosio, Scott D. Mitnick, John M. (Hans) Quitmeyer

The purchase price of this Web Program includes the following articles from the Course Handbook available online:


COMPLETE COURSE HANDBOOK

  • Spin-off Guide
    David K. Lam
  • Introduction to Spin-offs: Tax, Corporate, Securities, and Fraudulent Conveyance Issues
  • Dean S. Shulman, Mike Carew and Adam Kool, New U.S. Treasury Regulations Implement Inversion Rules, Take Aim at “Serial Inverters” and Earnings Stripping (April 19, 2016)
    Daniel E. Wolf
  • Daniel E. Wolf and David B. Feirstein, Making Sure Your Contract Rights Don’t Spin Away
    Daniel E. Wolf
  • Miramar Police Officers’ Retirement Plan v. K. Rupert Murdoch, et. al., No. 9860-CB (Del. Ch. Apr. 7, 2015)
    Daniel E. Wolf
  • Distribution of Stock and Securities of a Controlled Corporation. IRC §355: (Also §§301; 351; 361; 368) Rev. Rul. 2017-09, 2017-21 I.R.B (2017)
  • Rulings and Determinations Letters (Also Part I, §§ 355, 1.355-1.) Rev. Proc. 2017-52, 2017-21 I.R.B (2017)

Presentation Material


  • Spin-offs: The Decision to Separate
    James E. Rossman, My Chi To, Daniel E. Wolf
  • Variations on the Spin-off
    Richard M. Casavechia, Corey M. Goodman, David K. Lam
Chairperson(s)
Matthew P. Salerno ~ Cleary Gottlieb Steen & Hamilton LLP
Speaker(s)
Richard M. Casavechia ~ Managing Director & Head of M&A Structuring, Barclays Investment Bank
Philip D'Ambrosio ~ MSG Networks Inc.
Corey M. Goodman ~ Cleary Gottlieb Steen & Hamilton LLP
David K. Lam ~ Partner, Wachtell, Lipton, Rosen & Katz
Scott D. Mitnick ~ Chief M&A Counsel, American Express Co
John M. (Hans) Quitmeyer ~ AdvanSix Inc.
James E. Rossman ~ Managing Director, Head of Shareholder Advisory, Lazard
My Chi To ~ Debevoise & Plimpton LLP
Daniel E. Wolf ~ Kirkland & Ellis LLP
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Related Items

Handbook  Course Handbook Archive

Spin-offs 2018 Matthew P. Salerno, Cleary Gottlieb Steen & Hamilton LLP
 
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