On-Demand   On-Demand Web Programs

Spin-offs 2017

Released on: Mar. 1, 2017
Running Time: 03:11:48

Spin-offs are front page news right now. An increasing number of global M&A transactions 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?  Spin-offs 2017 will provide an in-depth look at:  the factors that drive the recent trend towards business disaggregation; special variations on spin-offs, such as split-offs, REIT spin-offs and “spinversions”; and private spin-offs.  In addition, emphasis will be given to practical obstacles and pitfalls in structuring and executing spin-offs, such as those arising in connection with applicable tax laws.

You will learn:

  • Strategic and other factors motivating companies to spin off business units
  • Different architectures for accomplishing transaction objectives
  • What directors need to do in order 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

This program is geared to attorneys in private practice, in-house counsel and other business professionals who seek to understand spin-off transactions and their structuring and execution from a practical perspective.

Lecture Topics [Total time 03:11:48]

Segments with an asterisk (*) are available only with the purchase of the entire program.

  • Introduction* [00:03:07]
    Matthew P. Salerno
  • Spin-offs: The Decision to Separate [01:03:26]
    Jim Rossman, My Chi To, Daniel Wolf
  • Variations on the Spin-off [01:04:22]
    Richard M. Casavechia, David K. Lam, Philip D'Ambrosio
  • Hot Topics in Spin-Offs [01:00:51]
    Ting S. Chen, Corey M. Goodman, Nicole J. Pinder

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


  • COMPLETE COURSE HANDBOOK
  • 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
  • Spin-Off Guide 2016
    David K. Lam
  • Spin-Offs: The Decision to Separate and Structural Alternatives
    David K. Lam
  • Client Update: Treasury and IRS Provide New Spin-off Guidance (July 19, 2016)
    My Chi To
  • Guidance Under Section 355 Concerning Device and Active Trade or Business, REG–134016–15, 26 CFR Part 1, (July 15, 2016)
  • Examination of Returns and Claims for Refund, Credit or Abatement; Determination of Tax Liability, Rev. Proc. 2016-40, 26 CFR 601.105 (2016)
  • Distribution of Stock and Securities of a Controlled Corporation, 26 USC 355

Presentation Material

  • The Decision to Separate
    Jim Rossman, My Chi To, Daniel Wolf
  • Variations on the Spin-off
    Richard M. Casavechia, Philip D'Ambrosio, David K. Lam
  • Recent Developments in Spin-offs
    Ting S. Chen, Corey M. Goodman, Nicole J. Pinder
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
Ting S. Chen ~ Cravath, Swaine & Moore LLP
Philip D'Ambrosio ~ MSG Networks Inc.
Corey M. Goodman ~ Cleary Gottlieb Steen & Hamilton LLP
David K. Lam ~ Partner, Wachtell, Lipton, Rosen & Katz
Nicole J. Pinder ~ Principal, PwC
Jim Rossman ~ Managing Director, Head of Corporate Preparedness, Lazard Freres & Co. LLC
My Chi To ~ Debevoise & Plimpton LLP
Daniel Wolf ~ Share Partner, Kirkland & Ellis LLP
General credit information about this format appears below. For credit information specific to this program, please choose your jurisdiction(s) in the Credit Information box on the right-hand side of this page.

PLI’s live and on-demand webcasts are single-user license products intended for an individual registrant only. Credit will be issued only to the individual registered.


U.S. MCLE States

Alabama:  PLI’s on-demand web programs qualify as “online” credit. Attorneys are limited to 6 credits of online programs per reporting period.

Alaska:  All PLI products can fulfill Alaska’s CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Arizona:  PLI’s on-demand web programs qualify as “interactive CLE” credit. There is no limit to the number of credits an attorney can earn via interactive CLE programs.

Arkansas:  PLI’s on-demand web programs are not approved for Arkansas CLE credit.

California:  PLI’s on-demand web programs qualify as “participatory” credit. There is no limit to the number of credits an attorney can earn via participatory programs.

Colorado:  All PLI products can fulfill Colorado’s CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Connecticut: Effective January 1, 2017, all PLI products can fulfill Connecticut’s CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Delaware:  PLI’s on-demand web programs qualify as “eCLE” credit. Attorneys are limited to 12 credits of eCLE per reporting period, no more than 6 of which may be audio-only.

Florida:  All PLI products can fulfill Florida’s CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Georgia:  PLI’s on-demand web programs qualify as “in-house” credit. Attorneys are limited to 6 in-house credits per reporting period.

Hawaii:  All PLI products can fulfill Hawaii’s CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Idaho:  PLI’s on-demand web programs qualify as “self-study” credit. Attorneys are limited to 15 credits of self-study per reporting period.

Illinois:  All PLI products can fulfill Illinois' CLE requirements for experienced attorneys. There is no limit to the number of credits an attorney can earn via PLI products.

Indiana:  PLI’s on-demand web programs qualify as “distance education” credit. Attorneys are limited to 9 credits of distance education per reporting period.

Iowa:  PLI’s on-demand web programs qualify as “unmoderated” credit. Attorneys are limited to 6 credits of unmoderated programs per reporting period.

Kansas:  PLI’s on-demand web programs qualify as “prerecorded” credit. Attorneys are limited to 6 credits of prerecorded programs per reporting period.

Kentucky:  PLI’s on-demand web programs qualify as “non-live” credit. Attorneys are limited to 6 non-live credits per reporting period.

Louisiana:  PLI’s on-demand web programs qualify as “self-study” credit. Attorneys are limited to 4 credits of self-study per reporting period.

Maine:  PLI’s on-demand web programs qualify as “self-study” credit. Attorneys are limited to 5.5 credits of self-study per reporting period.

Minnesota:  PLI’s on-demand web programs qualify as “on-demand” credit. Attorneys are limited to 15 on-demand credits per reporting period.

Mississippi:  PLI’s on-demand web programs qualify as “distance learning” credit. Attorneys are limited to 6 credits of distance learning per reporting period.

Missouri:  PLI’s on-demand web programs qualify as “self-study” credit. Attorneys are limited to 6 credits of self-study per reporting period.

Montana:  PLI’s on-demand web programs qualify as “self-study” credit. Attorneys are limited to 5 credits of self-study per reporting period.

Nebraska:  PLI’s on-demand web programs qualify as “computer-based learning” credit. Attorneys are limited to 5 credits of computer-based learning per reporting period.

Nevada:  PLI’s on-demand web programs qualify as “self-study” credit. There is no limit to the number of credits an attorney can earn via self-study programs.

New Hampshire:  PLI’s on-demand web programs qualify as “self-study” credit. Attorneys are limited to 6 credits of self-study per reporting period.

New Jersey:  PLI’s on-demand web programs qualify as “alternative verifiable learning formats” credit. Attorneys are limited to 12 credits of alternative verifiable learning formats per reporting period.

New Mexico:  PLI’s on-demand web programs qualify as “self-study” credit. Attorneys are limited to 4 credits of self-study per reporting period.

New York

Experienced Attorneys:  All PLI products can fulfill New York’s CLE requirements for experienced attorneys. There is no limit to the number of credits an attorney can earn via PLI products.

Newly Admitted Attorneys:  PLI’s transitional on-demand web programs can be used to fulfill the requirements for New York newly admitted attorneys. Only professional practice and law practice management credits may be earned via transitional on-demand web programs. Ethics and skills credits may not be earned via on-demand web programs.

North Carolina:  PLI’s on-demand web programs qualify as “online” credit. Attorneys are limited to 6 credits of online programs per reporting period.

North Dakota:  PLI’s on-demand web programs qualify as “self-study” credit. Attorneys are limited to 15 credits of self-study per reporting period.

Ohio:  PLI’s on-demand web programs qualify as “self-study” credit. Attorneys are limited to 12 credits of self-study per reporting period.

Oklahoma:  PLI’s on-demand web programs qualify as “online, on-demand” credit. Attorneys are limited to 6 credits of online, on-demand programs per reporting period.

Oregon:  All PLI products can fulfill Oregon’s CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Pennsylvania:  PLI’s on-demand web programs qualify as “distance learning” credit. Attorneys are limited to 6 credits of distance learning per reporting period.

Puerto Rico:  PLI’s on-demand web programs qualify as “non-traditional” credit. Attorneys are limited to 8 credits of non-traditional programs per reporting period.

Rhode Island:  PLI’s on-demand web programs qualify as “on-demand” credit. Attorneys are limited to 3 on-demand credits per reporting period.

South Carolina:  PLI’s on-demand web programs qualify as “alternatively delivered” credit. Attorneys are limited to 6 credits of alternatively delivered programs per reporting period.

Tennessee:  PLI’s on-demand web programs qualify as “distance learning” credit. Attorneys are limited to 8 credits of distance learning per reporting period.

Texas:  All PLI products can fulfill Texas’ CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Utah:  PLI’s on-demand web programs qualify as “self-study” credit. Attorneys are limited to 12 credits of self-study per reporting period.

Vermont:  PLI’s on-demand web programs qualify as “self-study” credit. Attorneys are limited to 10 credits of self-study per reporting period.

Virgin Islands:  All PLI products can fulfill the Virgin Islands’ CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Virginia:  PLI’s on-demand web programs qualify as “pre-recorded” credit. Attorneys are limited to 8 credits of pre-recorded programs per reporting period.

Washington:  PLI’s on-demand web programs qualify as “A/V” credit. Attorneys are limited to 22.5 credits of A/V programs per reporting period.

West Virginia:  PLI’s on-demand web programs qualify as “online” credit. Attorneys are limited to 12 credits of online instruction per reporting period.

Wisconsin:  PLI’s on-demand web programs qualify as “repeated, on-demand” credit. Attorneys are limited to 15 credits of repeated, on-demand programs per reporting period. No ethics credits can be earned via on-demand web programs.

Wyoming:  PLI’s on-demand web programs qualify as “self-study” credit. Attorneys are limited to 6 credits of self-study per reporting period.


CPD Jurisdictions

British Columbia (CPD-BC):  PLI’s on-demand web programs are not eligible for CPD-BC credit unless viewed with at least one other attorney or an articled student. In this case, the credit must be recorded as a “study group.”

Ontario (CPD-ON):  PLI’s on-demand web programs qualify as “recorded” credit. If viewed without a colleague, attorneys are limited to 6 credits of recorded programs per year. If viewed with at least one colleague, there is no limit to the number of credits that can be earned via recorded programs.

Quebec (CPD-QC):  PLI’s on-demand web programs can fulfill Quebec’s CPD requirements.

Hong Kong (CPD-HK):  PLI’s on-demand web programs are not approved for CPD-HK credit.

United Kingdom (CPD-UK):  PLI’s on-demand web programs can fulfill the United Kingdom’s CPD requirements.

Australia (CPD-AUS):  PLI’s on-demand web programs may fulfill Australia’s CPD requirements. Credit limits for on-demand web programs vary according to jurisdiction. Please refer to your jurisdiction’s CPD information page for specifics.


Other Credit Types

CPE Credit (NASBA):  Select on-demand web programs qualify as “QAS Self-Study” credit. Please check the Credit Information box on the right-hand side of this page to verify CPE credit availability.

IRS Continuing Education (IRS-CE):  PLI’s on-demand web programs may fulfill IRS-CE requirements. To request IRS-CE credit, please notify PLI at plicredits@pli.edu of your request and include your Preparer Tax Identification Number (PTIN).

Certified Fraud Examiner CPE:  PLI’s on-demand web programs may fulfill Certified Fraud Examiner CPE requirements. To request CPE credit or find out which programs offer CPE, please contact PLI at plicredits@pli.edu.

IAPP Continuing Privacy Credit (CPE):  PLI’s on-demand web programs may fulfill Privacy CPE credit requirements.

HR Recertification (HRCI):  PLI’s on-demand web programs may fulfill HR credit requirements.

SHRM Recertification (SHRM):  PLI’s on-demand web programs qualify as "self-paced" credit. SHRM professionals are limited to 30 credits of self-paced programs per recertification period.

Compliance Certification Board (CCB):  PLI’s on-demand web programs qualify as “self-study” credit. Candidates are limited to 10 self-study credits per 12-month period, and certification holders are limited to 20 self-study credits per 2-year renewal period.

Certified Anti-Money Laundering Specialists Certification (CAMS):  PLI’s on-demand web programs are not approved for CAMS credit.

New York State Social Worker Continuing Education (SW CPE):  PLI’s on-demand web programs are not approved for SW CPE credit.

American Bankers Association Professional Certification (ABA):  PLI’s on-demand web programs may fulfill ABA credit requirements.

 

Related Items

Live Programs  Live Programs

Spin-offs 2018 (New York, NY) Feb. 12, 2018

Handbook  Course Handbook Archive

Spin-offs 2018  
Spin-offs 2017 Matthew P Salerno, Cleary Gottlieb Steen & Hamilton LLP
 
Share
Email
“Thank you for the great presentation.” – 2016 Attendee

“Very well done.” – 2016 Attendee


  • FOLLOW PLI:
  • twitter
  • LinkedIn
  • GooglePlus
  • RSS

All Contents Copyright © 1996-2017 Practising Law Institute. Continuing Legal Education since 1933.

© 2017 PLI PRACTISING LAW INSTITUTE. All rights reserved. The PLI logo is a service mark of PLI.