Business Separation Transactions: Spin-Offs, Subsidiary IPOs and Tracking Stock

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This book explains the objectives underlying these transactions, the techniques used, and the consequences for all parties.

Why have some of the nation's most prominent corporations engaged in spin-offs and split-offs? What should you know about structuring these transactions for companies of any size? How do they compare to traditional M&A transactions? Finally, there is a book that examines the hows and whys of this vital corporate strategy. Business Separation Transactions: Spin-Offs, Subsidiary IPOs and Tracking Stock explains the objectives underlying these transactions, the techniques used, and the consequences for all parties.

You'll find extensive discussion of management's goals, the significance of stock market conditions, and the legal, tax and accounting issues involved in every scenario—plus sample agreements, registration statements and other helpful documents.

Whatever your reason for contemplating a business separation transaction—improving management focus, eliminating competition between business units, reducing costs of raising capital—this problem-solving guide helps you achieve your objectives while satisfying legal requirements. You'll also find coverage of employee benefits, creditors' rights, and other legal issues that may arise at any stage of a transaction. This book is a vital resource for anyone who advises management or has responsibility for making key decisions.

Book #00667; looseleaf, one volume, 1,254; published in 2002, updated as needed; no additional charge for updates during your subscription. Looseleaf print subscribers receive supplements. The online edition is updated automatically. ISBN: 978-1-58852-103-3

Additional Information
SKU 667ONL
Division Name Law Journal Press
Volumes 1
Product Types Books
Brand Law Journal Press
Jurisdiction National
ISBN 978-1-58852-103-3
Page Count 1254
Edition 0
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You're reviewing:Business Separation Transactions: Spin-Offs, Subsidiary IPOs and Tracking Stock
Stephen I. Glover
Stephen I. Glover is a partner in the corporate department of Gibson, Dunn & Crutcher LLP's Washington, D.C. office. He has written and lectured frequently on a variety of corporate and securities law topics. Mr. Glover is a member of the D.C. Bars Board of Governors and former co-chair of its Corporation, Securities and Finance Law Section. He has also served as a member of the New York Tribar Opinion Committee. He is a member of the advisory boards for Mergers & Acquisitions Law Report and The M&A Lawyer. Mr. Glover graduated from Harvard Law School in 1980, clerked for Judge J. Skelly Wright on the U.S. Court of Appeals for the District of Columbia Circuit during the 1980-1981 term and clerked for Justice Thurgood Marshall on the United States Supreme Court during the 1981-1982 term.
CHAPTER 1
Introduction

§ 1.01 Business Separation Choices
§ 1.02 Labels
§ 1.03 Purposes of Business Separation Transactions
§ 1.04 History of Business Separation Transactions
[1] Spin-Offs
[2] Split-Ups and Split-Offs
[3] Subsidiary IPOs
[4] Tracking Stock Transactions
[5] Sales of Subsidiaries and Business Divisions
§ 1.05 The Stock Market Impact of Business Separation Transactions
§ 1.06 Failed Business Separation Transactions
§ 1.07 Conclusion
§ 1.08 Selected Business Separation Transactions

CHAPTER 2
An Overview of Business Separation Transactions

§ 2.01 Introduction
§ 2.02 Spin-Off Transactions
[1] Basic Structure
[2] Purpose of Spin-Off Transaction
[3] Corporate Law Issues
[4] Securities Law Issues
[5] Fraudulent Conveyance Issues
[6] Tax Issues
[7] Employee Issues
[8] Financing Alternatives: Monetization and Recapitalization
[9] The Role of Investment Bankers and Banker Opinions
[10] Documentation
[11] Timing of Spin-Off Transactions
§ 2.03 Split-Off Transactions
[1] Basic Structure
[2] Purpose of Split-Off Transaction
[3] Corporate Law Issues
[4] Securities Law Issues
[5] Fraudulent Conveyance Issues
[6] Tax Issues
[7] Employees Issues
[8] Financing Alternatives
[9] The Role of Investment Bankers and Banker Opinions
[10] Documentation
[11] Timing of Split-Off Transactions
§ 2.04 Split-Up Transactions
[1] Basic Structure
[2] Purpose of Split-Up Transaction
[3] Corporate Law Issues
[4] Securities Law Issues
[5] Fraudulent Conveyance Issues
[6] Tax Issues
[7] Employee Issues
[8] Financing Alternatives
[9] The Role of Investment Bankers and Banker Opinions
[10] Documentation
[11] Timing of Split-Up Transactions
§ 2.05 Subsidiary IPOs
[1] Basic Structure
[2] Purpose of a Subsidiary IPO
[3] Corporate Law Issues
[4] Securities Law Issues
[5] Fraudulent Conveyance Issues
[6] Tax Issues
[7] Employee Issues
[8] Financing Alternatives
[9] The Role of Investment Bankers and Banker Opinions
[10] Documentation
[11] Timing of Subsidiary IPO
§ 2.06 Tracking Stock Transactions
[1] Basic Structure
[2] Purpose of Tracking Stock Transactions
[3] Corporate Law Issues
[4] Securities Law Issues
[5] Fraudulent Conveyance Issues
[6] Tax Issues
[7] Employee Issues
[8] Financing Alternatives
[9] The Role of Investment Bankers and Banker Opinions
[10] Documentation
[11] Timing of Tracking Stock Transactions
§ 2.07  Sales of Subsidiaries and Business Divisions
[1] Basic Structure
[2] Purpose
[3] Corporate Law Issues
[4] Securities Law Issues
[5] Fraudulent Conveyance Issues
[6] Tax Issues
[7] Morris Trust and Reverse Morris Trust Transactions
[8] Employee Issues
[9] Financing Alternatives
[10] Investment Banks and Fairness Opinions
[11] Documentation
[12] Timing

CHAPTER 3
Structuring Spin-Off

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