Course Details

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: (i) in-depth consideration of statutory and regulatory requirements; (ii) interface with numerous other subchapter C Code provisions; (iii) impact of pre- and post-spin transactions; (iv) IRS ruling procedures and policies; and (v) roles of outside tax advisers. A hypothetical case study will serve as the basis for a required practitioner-oriented writing project; and an IRS National Office official will conduct mock conferences with students relating to issues raised by the case study. 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 JD or LLM-level Corporate Tax course would be helpful. Students not meeting these pre-requisites may request special permission from the instructor to enroll in the course. Evaluation Methods: The course grade will be based on the writing project and class participation. There is no final examination. Class Materials: Materials will include (i) pertinent provisions of the Internal Revenue Code and Treasury regulations; (ii) assigned readings in a leading corporate tax treatise; (iii) selected IRS rulings, other administrative pronouncements and decided cases; (iv) significant practitioner articles and outlines relating to section 355; and (v) numerous powerpoint slides that present transactional formats and issues commonly encountered in practice and serve as the principal basis for class discussion.

Catalog Number: TAXLAW 612
Practice Areas: Business, Corporate,Trans AreaProperty Practice AreaTaxation Practice Area


Course History

Spring 2018
Title: Corporate Spinoffs and Other Divisive Reorganizations
Faculty: Beller, Herbert N. (courses | profile)
Section: 1     Credits: 2.0
Capacity: 45     Actual: 16

Spring 2017
Title: Corporate Spinoffs and Other Divisive Reorganizations
Faculty: Beller, Herbert N. (courses | profile)
Section: 1     Credits: 2.0
Capacity: 45     Actual: 7

Spring 2016
Title: Corporate Spinoffs and Other Divisive Reorganizations
Faculty: Beller, Herbert N. (courses | profile)
Section: 1     Credits: 2.0
Capacity: 65     Actual: 20