Spinoffs offer companies a strategic option to unlock shareholder value, streamline operations, and enhance focus by separating business units into independent entities. An early pioneer of tax-free spinoffs, Latham brings unmatched experience in capital markets, M&A, and tax to help companies navigate these transformational transactions.
Spinoffs are essentially sophisticated IPOs with a unique tax overlay, serving as strategic alternatives to optimize balance sheets and capital structures. Our leadership in the IPO market, coupled with our premier Transactional Tax Practice, positions us to provide the practical advice necessary to navigate the spinoff process successfully. We collaborate across disciplines to help clients articulate pre-spin integration levels and post-closing relationships, design optimal tax and legal structures, and prepare the resulting SpinCo to operate as a stand-alone publicly traded company.
Latham helps navigate the spin by covering all the bases. We understand the intricacies of taking a SpinCo public, from navigating regulatory processes to creating ideal capital structures for both the parent company and its newly independent spinoff. We preserve share value by addressing critical legal components, including public offerings, capital raising, regulatory navigation, and board fiduciary duties. We also protect IP assets, negotiate commercial agreements, and implement data privacy and security measures.
Leading up to the spinoff, we routinely run dual-track processes, seamlessly integrating M&A and capital markets strategies to explore alternatives and manage legal risks. After the spin, we often advise the newly public SpinCo on strategic matters, including M&A transactions that preserve tax-free treatment, such as Morris Trust and Reverse Morris Trust transactions, as well as shareholder activism defense.
Our track record includes numerous successful tax-free spinoffs and strategic transactions, reflecting our ability to deliver pragmatic and commercial advice. With a powerful combination of insight, experience, and practical knowledge, Latham continues to lead the market in helping clients navigate the spinoff process and achieve their most ambitious objectives.
First-half 2024 league tables by Bloomberg, Infralogic, LSEG, and Mergermarket reflect firm’s leading performance.
Financial Times recognizes the firm’s strengths across metrics that assess legal industry leadership and strategic growth.
First-half league tables by Bloomberg, Mergermarket, and Refinitiv reflect firm’s leading performance across regions and industries.