Public companies, investment bankers, and private equity sponsors planning or involved in corporate spin-offs or split-offs will need to consider multiple tax, corporate markets, legal, and governance issues to ensure the transaction remains tax-free and the new company succeeds. While the catalysts and forms of spin-offs may differ, all such transcations are effectively IPOs of the spun company, or SpinCo, with a complicated tax overlay.
Latham & Watkins' corporate and tax lawyers will outline how a holistic approach to the multi-layered considerations of a spin-off can lead to the successful creation of a freestanding business enterprise. This program will review key considerations, commonly encountered challenges and opportunities to enhance value and mitigate execution inefficiencies.
Specific topics include:
- Taking a SpinCo public and marketing "the story"
- What's in, what's out — defining the SpinCo and creating an optimal structure to ensure a tax-free separation of the business
- Key governance considerations — board composition, takeover defense readiness
- Establishing the post-closing parent-SpinCo relationship that sets the SpinCo up for success as an independent public company
- Key considerations and recent developments regarding tax-free spin-offs
- Finding the right shareholder base — spin-off vs. split-off
Latham & Watkins Panel
Cathy Birkeland, Partner, Chicago
Mark Gerstein, Partner, Chicago
Ryan Maierson, Partner, Houston
Larry Stein, Partner, Los Angeles
Pardis Zomorodi, Partner, Los Angeles
Please register to attend.
For questions, please email Chris Hei.