1-Hour Program

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Corporate separations by way of spin-offs or other transaction structures are all the rage.  Large corporations are increasingly looking at ways to unlock value via separation transactions.  In addition to compelling business reasons to pursue a separation, conglomerates and other large corporations can take advantage of tax-efficient structures to effect the separation.  Understanding the basic transaction structures used to pursue these transactions and recent trends is critical to advising companies on separation transactions as well as financing sources for debt financing that may be part of the separation.

Separating a business that exists as part of a larger parent corporation is often incredibly complex.  There are a number of issues and practical considerations that are important to be aware of to successfully navigate this process.  Understanding the process of splitting up a business and the principal documentation that is part of most corporate separations is essential to advise on the risks and considerations for a company evaluating or pursuing this type of transaction.

Faculty will discuss: 

  • Market overview and recent trends (10 minutes)
  • Structures used to effect a separation transaction and key structural considerations (20 minutes)
  • Tax considerations and trends in tax-free separations (15 minutes)
  • Making SpinCo “standalone”; key documentation and practical considerations (15 minutes) 

Program Level: Overview

Prerequisites: None

Advanced Preparation: None




Michael E. Mariani

Cravath, Swaine & Moore LLP


J. Leonard Teti II

Cravath, Swaine & Moore LLP

Credit Details