PLI New York Center,
810 Seventh Avenue at 53rd Street (21st floor),
New York, New York 10019
(Conference also available via Webcast)
Why you should attend:
Business separation transactions represented over 40% of all M&A transactions in 2011. An increasing proportion of them have taken the form of spin-offs, equity carve-outs and similar architectures not involving an outright sale. But what is a spin-off, what makes it different from other types of business separation transactions, and why are people doing more of them? This program will provide an in-depth perspective on the factors that drive the recent trend towards business disaggregation, the fiduciary duties of directors in considering and approving spin-offs, and the latest developments in the complex requirements that apply to spin-offs under federal securities and tax laws. In addition, emphasis will be given to practical obstacles and pitfalls in structuring and executing spin-offs, such as those arising in connection with contracts, intellectual property and employee benefits.
What you will learn:
- Different spin-off architectures
- Strategic and other factors motivating companies to spin off business units
- What directors need to do in order to comply with their fiduciary duties when considering and approving spin-offs
- Recent developments in structuring spin-offs that are tax-free and exempt from Securities Act registration
- How to navigate vexing business separation issues, such as transitioning of personnel and related compensation issues, fraudulent conveyance, anti-assignment clauses in contracts and allocation of intellectual property.