Colin Campbell, PwC US Group LLP
Justin Du Mouchel, Internal Revenue Service (invited)
Tijana Dvornic, Wachtell, Lipton, Rosen & Katz
Mark Schneider, Alvarez & Marsal Tax, LLC
Mark Weiss, Internal Revenue Service (invited)
Terry West, U.S. Department of the Treasury (Invited)
This panel will cover recent developments regarding spinoffs, including the following topics: (1) the issuance and withdrawal of the January 2025 proposed regulations, Rev. Proc. 2024-24, and Notice 2024-38, and the reinstatement of Rev. Proc. 2017-52 and Rev. Proc. 2018-53 (see Rev. Proc. 2025-30); and (2) the effect of recent events on the IRS private letter ruling program and opinion practice. As part of the discussion, the panel will focus on the treatment of the following matters: (1) the ability of the distributing corporation to purge boot and exchange controlled corporation debt or stock tax-free to distributing corporation creditors or shareholders, including by direct debt issuances by the distributing corporation and intermediated exchanges; (2) retentions of controlled corporation stock by the distributing corporation; (3) reborrowings by the distributing corporation after a spinoff; (4) solvency and viability concerns; and (5) reporting obligations and compliance issues. The panel will also discuss issues regarding the device requirement and the active conduct of a trade or business requirement.