Acquisitions, spin-offs, and split-ups of closely held corporations

Acquisitions, spin-offs, and split-ups of closely held corporations Download PDF EPUB FB2

In an earlier post, we discussed the issue of splitting up the family-owned corporation, on a tax-free basis, so as to enable siblings to go their separate ways.

PLR A recent IRS ruling considered the following situation: an S corporation (“Distributing”) had four equal shareholders, each of whom wanted to independently own and manage a separate business in accordance with each. In a spin-off, the shares of the subsidiary company of the company being spun-off are distributed as special dividends by the parent company on a pro-rata basis.

The parent company usually do not receive any cash consideration for undertaking the spin-off. Existing shareholders enjoy the benefit of holding shares of two companies instead of just one company. In general, such a distribution may be pro rata among the parent corporation’s shareholders (a “spin-off”), it may be in exchange for all of the parent corporation’s stock held by.

In the corporate world, bigger is not always ate spin-offs have become a popular way for companies to release shareholder value and achieve other business purposes. A spin-off involves the pro rata distribution of a controlled corporations stock to the distributing corporations shareholders without their surrendering any distributing corporation stock.

The world of mergers and corporate restructuring has undergone dramatic change in the past several years. The highly leveraged, bust-up deals of the s have been replaced by more strategically designed, less leveraged transactions. Today's deals feature a wide variety of transactions that span the full spectrum from large megadeals to various forms of downsizing.

structuring acquisitions, mergers, and spin-off transactions for large public corporations, as well as closely held businesses. He has authored a book on the tax consequences of spin-offs troubled businesses and advises corporations on consolidated return issues.

Silverman advises. Chapter 11 Acquisition of Stock of Closely-Held Corporations, Including Acquisition of a Controlling Interest Chapter 12 Acquisition of Assets of a Closely-Held Corporation Chapter 13 Acquisition of a Publicly-Held Target in a Negotiated Merger   12 | M&A of Pass-Through Entities S Corporation Asset Sale: Tax Consequences – Seller Generally only one level of tax is paid: à S corporation has income on sale of assets that is passed through to S corporation shareholders à Income retains its character (capital or ordinary) depending on the type of assets sold à Generally no additional tax is due on liquidation because tax.

Last year, Trix Corporation acquired % of Track Corporation. The acquisition occurred on July 1, which was five months after Track's creation. The corporations filed separate returns that year and have filed consolidated returns since then.

The group results. S Corporation Acquisition Techniques. Transfers of Property to and Distributions and Redemption of Stock in Closely Held Corporations. Chapter [Reserved] Chapter Characterizing Transfers of Intellectual Property Chapter Section Tax-Free Spin-Offs, Split-Offs, Split-Ups—Uses and Requirements.

Chapter A. The. Divestitures, spin-offs, equity carve-outs, split-ups, split-offs, and bust-ups are commonly used strategies to exit businesses and to redeploy corporate assets by returning cash or non-cash assets through a special dividend to shareholders.

True or False. Delaware in declining to make special fiduciary duty rules for closely held corporations). But see Donahue v. Rodd Electrotype Co., N.E.2d, n (Mass. ) (comparing a close corporation to a partnership and holding that “stockholders in the close corporation owe one another substantially the same fiduciary duty in the.

Jeff holds a BA, JD and MS(tax) and is a CFP, AEP, CM&AA and CVGA. Over the past decade, Jeff has more than $7 billion in transactional experience in private offerings of equity and debt, mergers, acquisitions reorganizations and spin offs for closely-held and family owned businesses.

Mergers, Acquisitions, Reorganizations, Spin-offs and Split-ups, Redemptions and Liquidations, Venture Capital Arrangements and Investments Selection of business entity: “C” and “S” Corporations, Limited Liability Companies, Partnerships, Joint Ventures, Trusts and Sole-Proprietorships.

Mergers and acquisitions (M&A) are very common today: One business - usually a corporation - takes over or buys out another business and takes its place in the market. Although the terms are often used interchangeably, a merger is not the same thing as an acquisition. Tax-Deferred Reorganization Acquisitions of U.S.

Corporations by Foreign Corporations under Treas. Reg. Sec. (a)–3(c) Chapter Final GRA Regulations Issued FebruReg. §(a) We are experienced in closely-held business disputes all the way from creation to dissolution and litigation, and we know how to mitigate disagreements, and if necessary, execute the business transactions that are called for to resolve the parties’ business situation for the short- and long-term, including mediating and creating new.

TAX STRATEGIES FOR CORPORATE ACQUISITIONS, DISPOSITIONS, SPIN-OFFS, JOINT VENTURES, FINANCINGS, REORGANIZATIONS AND RESTRUCTURINGS _____ USING S CORPORATIONS AS ACQUISITION VEHICLES _____ August Mark J. Silverman Steptoe & Johnson LLP Washington, D.C. Steven B. Teplinsky Steptoe & Johnson LLP Washington, D.C.

Spin-offs have generally outperformed the broad market. As of Jthe Bloomberg U.S. Spin-Off Index gained more than 22% in the past year and outpaced the 13% gain seen by the S&P The index returned % between its inception on December and Decemwhile the S&P Index returned % during that same period.

For over years our lawyers have served the individuals and businesses of Tacoma, The Puget Sound, and throughout Washington State. Bankruptcy Services, Business and Tax Law Services, Employment Law Services, Estate Planning, Probate, and Elder Law Services, Litigation Services, Mediation, and Arbitration Services, Real Estate, Land Use, and Environmental Services.

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Much of the transactional planning and implementation involves closely held corporations and the tax effect on the entity as well as on the individual owners. Transactions include entity sales, mergers, spin-offs, recapitalizations and liquidations for corporations, joint ventures and limited liability companies as well as redemptions.

Advised a closely-held corporation with operations in various states on a reorganization plan developed to facilitate succession. Successfully acquired trademarks for an e-commerce client’s new products and rebranding, while enforcing its primary and other marks in a variety of foreign jurisdictions.

Editor, California Closely Held Corporations: Tax Planning and Practice Guide, Vols. 1 - 3 (Matthew Bender ). Tax Aspects of Settlements, Judgments, Antitrust Payments and Recoveries, th T.M. Part I (BNA ). CHAPTERS & MONOGRAPHS. Typical representations involve tax structuring for real estate projects, syndications and private placements, investment partnerships, holding companies and closely held businesses.

Our transactions frequently involve business organizations, reorganizations, work-outs, mergers and acquisitions, spin-offs and other dispositions, joint ventures. Chapter 16 describes how corporations choose from among a range of restructuring options, including divestitures, spin-offs, split-ups, equity carve-outs, and split-offs to improve shareholder value.

Specific attention is given to how to select the right form of exit or restructuring strategy. (b) A sound appraisal of a closely held stock must consider current and prospective economic conditions as of the date of appraisal, both in the national economy and in the industry or industries with which the corporation is allied.

It is important to know that the company is more or less successful than its competitors in the same industry. The Law Office of Candice L. Wagner works closely with its business clients to provide critical and timely tax advice on business transactions such as corporate restructurings, mergers, acquisitions, business sales, spin-offs, joint ventures, business buy-outs and exits, partnership terminations, and more routine business transactions with sales and use tax implications or employment tax.

"Hot Tax Topics for Closely-Held Businesses -Tax Traps and Opportunities," USC Gould School of Law Tax Institute, Janu "Hot Tax Topics: Selected Current Federal and State Tax Planning and Tax Litigation Issues," 76th Annual NYU Institute on Federal Taxation, October Mergers and acquisitions, privately owned (closely-held) businesses, and general contract, transactional tax, and corporate law.

spin-offs, split ups, etc.). I represent healthcare providers Title: Partner at Porter Wright Morris &. Best takeaways from this Best Mergers and Acquisition book. The resource of Q&A format has seemed to be invaluable for people who have purchased this guide.

This book is a complete book on M&A. If you read only one book, make it this one; because once you read this, you don’t need to read any other book on mergers and acquisitions.Regular representation of owners, buyers, and sellers of closely held businesses in connection with fundamental business transactions, including major acquisitions, mergers, divestitures, spin-offs, split-ups, buy-outs, options, and redemptions.ORBA, Chicago ORBA is proud to announce that Thomas Vance, JD, LLM and Adam Pechin, CPA, MST have been promoted to Directors.

Adam works with individuals, partnerships and closely-held.