Corporate Spinoffs and Other Divisive Reorganizations
This course focuses on corporate spin-offs and other transactions designed to qualify for tax-free treatment under section 355 of the Internal Revenue Code, including: in-depth consideration of statutory and regulatory requirements; interface with numerous other Code provisions; impact of pre- and post-spin transactions; IRS ruling procedures and policies; and roles of outside tax advisers. A hypothetical case study will serve as the basis for a required practitioner-oriented writing project. Pre-Requisites: For Tax LLM students, the fall semester Corporate Taxation course is a pre-requisite. For JD students, the Basic Federal Income Tax course is a pre-requisite and the Entity Taxation course would be helpful. Students not meeting these pre-requisites may request special permission from the instructor to enroll in the course. Course Materials: Materials will include pertinent provisions of the Internal Revenue Code and Treasury regulations; assigned readings in a leading corporate tax treatise; selected IRS rulings, other administrative pronouncements and decided cases; and numerous powerpoint slides that present transactional formats and issues commonly encountered in practice and will serve as the principal basis for class discussion. Grading Methodology: The course grade will be based on a final examination, the writing project and class participation.