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News & Insights

IRS and Treasury Issue Proposed Regulations for Spin‑Off Transactions

January 30, 2025

On January 29, 2025, Cravath prepared a memo for its clients entitled “IRS and Treasury Issue Proposed Regulations for Spin‑Off Transactions.” The memo examines the Internal Revenue Service’s recently released proposed regulations, which focus on tax‑free spin‑off transactions. The proposed regulations reflect the IRS’s detailed consideration of the relevant issues in these transactions since its publication last year of Rev. Proc. 2024‑24 and Notice 2024‑38, which provided updated guidelines for taxpayers requesting private letter rulings from the IRS for tax‑free spin‑off and split‑off transactions under Section 355. The memo explores how the proposed regulations address those issues and present new ones, including updates related to retentions of Spinco stock, debt‑for‑equity exchange structuring, the use of proceeds in “boot purges” and contingent liabilities.

Please click here to read the memo.

Related Practices & Industries

  • Tax
  • Corporate
  • Mergers and Acquisitions
  • Capital Markets

Authors

Photo
Name
J. Leonard Teti II
Title
Tax
Title
Partner
Email
lteti@cravath.com
Phone
+1-212-474-1896
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    Education

    • J.D., 2005, University of Virginia School of Law
      Order of the Coif
    • A.B., 1999, Princeton University
      with Honors

    Admitted In

    • New York
    Photo
    Name
    Andrew T. Davis
    Title
    Tax
    Title
    Partner
    Email
    adavis@cravath.com
    Phone
    +1-212-474-1272
    vCard
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      Education

      • LL.M., 2020, New York University School of Law
      • J.D., 2014, Stanford Law School
      • A.B., 2010, Princeton University

      Admitted In

      • New York

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