News & Analysis as of

Proposed Regulation Spinoffs

Cadwalader, Wickersham & Taft LLP

Treasury Official Indicates New Taxpayer Friendly Spin-Off Regulations are Coming—But No Change in Ruling Policy in the Meantime

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...more

Jones Day

New Proposed Regulations Address Spin-Off Transactions

Jones Day on

These proposed regulations applicable to tax-free spin-offs would impose a range of new substantive requirements and greatly expand the information that must be reported to the Internal Revenue Service ("IRS") by taxpayers...more

A&O Shearman

Proposed regulations provide guidance regarding certain aspects of spinoffs and reorganizations

A&O Shearman on

On January 13, 2025, the U.S. Treasury Department (the “Treasury”) and the Internal Revenue Service (the “IRS”) issued proposed regulations (REG-112261-23 and REG-112261-24) adding and amending parts of the regulations...more

Alston & Bird

New Spin-Off Regulations Proposed

Alston & Bird on

In July the Treasury proposed regulations reinterpreting Section 355 in cases where one of the corporations involved in the spinoff has more investment assets than the other or very little five-year active trade or business...more

Proskauer Rose LLP

Proposed Regulations under Section 355 Clarify Device and Active Trade or Business Requirements for Tax-Free Spin-offs

Proskauer Rose LLP on

On July 15, 2016, the U.S. Internal Revenue Service (IRS) and the Department of the Treasury (Treasury) published proposed regulations that would modify the device and active trade or business requirements for tax-free...more

Troutman Pepper Locke

Section 355 Guidance: More Clarity and New Tests on Device, Active Trade or Business and Distribution of Control

Troutman Pepper Locke on

The recent guidance under section 355 is a significant attempt by the IRS to clarify in a formal way what it historically has been able to do on a case-by-case basis through the private letter ruling process....more

A&O Shearman

Treasury and IRS Issue New Spin-Off Proposed Treasury Regulations On Device and Active Trade or Business Requirements

A&O Shearman on

On July 14, 2016, the Treasury Department and the IRS issued proposed regulations under Section 355 on spin-off transactions (the “Proposed Regulations”) that provide guidance with respect to the spin-off device prohibition...more

Pillsbury Winthrop Shaw Pittman LLP

Five Things about the IRS’s Proposed Regulations on the Spinoff Device and Active Business

On July 14, 2016, the Internal Revenue Service (IRS) proposed long-anticipated regulations tightening the “device” and “active trade or business” tests that are necessary for a corporation to distribute a subsidiary in a...more

Morgan Lewis

IRS Issues Temporary and Proposed Regulations Focused on REIT/RIC Conversion Transactions

Morgan Lewis on

The regulations affect both real estate investment trusts (REITs) and regulated investment companies (RICs) that receive appreciated property from a C corporation in a so-called “conversion transaction.”...more

Morrison & Foerster LLP

MoFo Tax Talk - Volume 8, No. 3

Final and Temporary Dividend Equivalent Regulations Issued – Some Good, Some Bad, And Some Ugly: On September 17, 2015, the Internal Revenue Service (“IRS”) released final and temporary regulations under Section 871(m),...more

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