At a recent conference of the American Bar Association, Treasury Associate Tax Legislative Counsel Colin Campbell Jr. stated that the recent proposed regulations governing corporate spin-off and reorganization transactions would be revised to make the final regulations more taxpayer-friendly. As discussed previously in Brass Tax, these proposed regulations have come in for significant criticism from the corporate tax bar, describing them as overbroad and overly rigid. Mr. Campbell’s remarks suggest that the Treasury has taken this criticism to heart, suggesting that in several respects the final regulations would “modulate the requirements significantly back” from where they were in the proposed regulations. The timing for the release of those regulations remains unclear, however. In the meantime, IRS Associate Chief Counsel (Corporate) Mark Schneider has indicated that the IRS will continue to follow the proposed regulations in evaluating requests for private letter rulings, even as the IRS anticipates liberalizing the rules in the final regulations. Accordingly, until final regulations are released, taxpayers wishing to engage in spinoff transactions (especially those incorporating more complex features, such as multi-stage distributions and debt-for-debt or debt-for-equity exchanges) likely will continue to face uncertainty in planning those transactions.
