transcript   Transcript

The Decision to Separate

Recorded on: Feb. 12, 2018
Running Time: 01:04:39

Full Transcript:

If you are a Privileged Member, just log in and start reading now! If you are not a Privileged Member, please click here to learn how unlimited access to PLI programs may be right for you and your firm.

To access the streaming media of this presentation, please purchase the corresponding seminar segment.

Taken from the Web Program Spin-offs 2018 Recorded February 2018 in New York

The Decision to Separate [01:04:39]

  • 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 Web Program segment includes the following article from the Course Handbook available online:

  • 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

Presentation Material

  • Spin-offs: The Decision to Separate
    James E. Rossman, My Chi To, Daniel E. Wolf
James E. Rossman ~ Managing Director, Head of Shareholder Advisory, Lazard
My Chi To ~ Debevoise & Plimpton LLP
Daniel E. Wolf ~ Kirkland & Ellis LLP
Transcript FAQ's
  • How Can I Access Transcripts?
    You must be a Member in good standing.

  • Can I access the Video?
    Yes, you can access the video if you have the Adobe Flash plugin installed. Click on the video camera icon when you mouse over each paragraph. The media will begin playback at that point.

  • Can I get CLE credit for reading the transcript?
    No, CLE credit cannot be earned for reading a transcript. CLE credit is issued only for verified attendance while watching a web program. If seeking credit, please verify the program's eligibility for credit and expiration date in your jurisdiction on the web segment launch page before commencing the program.

  • twitter
  • LinkedIn
  • YouTube
  • RSS

All Contents Copyright © 1996-2019 Practising Law Institute. Continuing Legal Education since 1933.

© 2019 PLI PRACTISING LAW INSTITUTE. All rights reserved. The PLI logo is a service mark of PLI.