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Section 355, Revenue Procedure 96-39 and the Viacom transactions

Article Abstract:

Corporations wishing to pair spin-off of a subsidiary corporation with acquisition of the spun-off corporation or acquisitions by the spun-off corporation must meet the control requirements imposed by IRC sections 355 and 368 to avoid double taxation. Control of the corporation being spun-off is required before the distribution, the amount of stock distributed must be a controlling amount, and control must exist immediately after the transfer of assets. The Private Letter Ruling issued to Viacom, Inc., PLR 9618541, and Revenue Procedure 96-39 have stiffened the control requirements.

Author: Rizzi, Robert A.
Publisher: Warren, Gorham & Lamont, Inc.
Publication Name: Journal of Corporate Taxation
Subject: Law
ISSN: 0094-0593
Year: 1997
Mergers & Acquisitions

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Spin-off and stapling transactions

Article Abstract:

The use of combinations of spin-off or split-up transactions to achieve corporate objectives are discussed, along with stapling transactions under which stocks of separate corporations are purchased and sold together. The IRS position on stapling stocks and stapling/spin-off arrangements is outlined.

Author: Rizzi, Robert A., Dunn, Daniel M.
Publisher: Warren, Gorham & Lamont, Inc.
Publication Name: Corporate Taxation
Subject: Law
ISSN: 1534-715X
Year: 2001
Interpretation and construction, Securities law

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The active trade or business test shows its age

Article Abstract:

The author analyzes the policy implications of IRS pronouncements on the five-year active trade or business test for corporate spin-offs under section 355 of the IRS Code. Application of the doctrine to traditionally out-of-bounds market segments like real estate and high technology is discussed.

Author: Rizzi, Robert A.
Publisher: Warren, Gorham & Lamont, Inc.
Publication Name: Corporate Taxation
Subject: Law
ISSN: 1534-715X
Year: 2001
High technology industry, Acquisitions and mergers, Real estate, Real property

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Subjects list: United States, Taxation, Corporate reorganizations, Corporate divestiture, Divestiture
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