transcript   Transcript

Spin-offs: The Decision to Separate

Recorded on: Feb. 23, 2017
Running Time: 01:03:27

Full Transcript:

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Taken from the Web Program Spin-offs 2017 recorded February, 2017 in New York.

Spin-offs: The Decision to Separate [01:03:27]
  • Business and financial factors – synergies and costs
  • Activist investors as a catalyst
  • Different separation transactions for particular objectives, including split-offs, equity carve-outs and reverse Morris trust transactions
  • Fiduciary duties of directors and the role of advisers
  • Fraudulent conveyance/insolvency concerns

The purchase price of this segment includes the following article from the Course Handbook available online:

  • Introduction to Spin-Offs: Tax, Corporate, Securities, and Fraudulent Conveyance Issues
    Samuel C. Thompson
  • Having Your Spin and Eating Your Deal Too—Spin-offs and Reverse Morris Trusts
    Daniel E. Wolf
  • Avoiding Underfunded Spin-Offs (December 2014)
    Daniel E. Wolf
  • IRS Makes Important Changes to Ruling Policy for Spinoffs (September 2015)
    Daniel E. Wolf

Presentation Material

  • The Decision to Separate
    Jim Rossman, My Chi To, Daniel Wolf
James E Rossman ~ Managing Director, Head of Corporate Preparedness, Lazard Freres & Co. LLC
My Chi To ~ Debevoise & Plimpton LLP
Daniel E Wolf ~ Share Partner, Kirkland & Ellis LLP
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