Spin-Off


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Spin-Off

The situation that arises when a parent corporation organizes a subsidiary corporation, to which it transfers a portion of its assets in exchange for all of the subsidiary's capital stock, which is subsequently transferred to the parent corporation's shareholders.

When a spin-off occurs, the shareholders of the parent corporation are not required to surrender any of their parent corporation stock in exchange for the subsidiary's stock.

In the event that the distribution of stock to the parent corporation's shareholders amounts to a dividend, the distribution can be taxed pursuant to provisions of Income Tax statutes.

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the creation of a spin-off in response to an adverse development in the parent firm) which have received significantly less attention in the literature than incumbent-backed and opportunity spin-offs (Buenstorf, 2009).
An examination of the identities of the sponsored spin-off blockholders reveals they are primarily sophisticated investors such as Warren Buffett, the Gabelli Fund, Morgan Stanley, and Forstmann Little.
To diminish the gap between technology and market, which is a critical part of the spin-off process, most universities have established offices/institutions (technology transfer offices, etc.
Finally, section 355 also imposes other requirements for tax-free treatment in a spin-off in addition to those that are subject to the new ruling policy, such as the five-year active business requirement.
United Communications Group has found a way to keep the staff of its highly successful and profitable publishing company in place as it pours millions into its two spin-off, start-up IT companies.
The spin-off will be accomplished through the pro rata dividend of 100% of Titan PCB, a wholly-owned subsidiary of Titan, to all shareholders of record on the record date set by Titan.
Under the proposed regulations, stock in purchased subsidiaries was usually considered disqualified stock, thereby preventing the tax-free spin-off of subsidiaries purchased by Distributing during the five-year period.
In addition, the vague scope of the term "plan (or series of related transactions)" creates substantial uncertainty for taxpayers, which has a chilling effect on legitimate, commercial spin-off transactions.
The Board of Directors has announced that March 1, 2007 shall be the record date for purposes of the spin-off of Secure Netwerks.
For a spin-off to be considered nontaxable, there must be a valid corporate business purpose for the transaction and the spin-off cannot be primarily a device for distributing earnings and profits (E&P).
Generally, the IRS will be taking a more active role in scrutinizing the motivations and purposes of the spin-off than in the past.
The "distribution date" of the spin-off dividend or shares of OptiCon will be announced when our registration statement with SEC is active and when NASD provides the trading authorization and a trading symbol.