DealLawyers.com Blog

I don’t know how we missed this one, but back in April, Wachtell issued the 2026 edition of its “Spin-Off Guide.” This 70-page publication is a terrific resource for getting up to speed on the wide variety of issues associated with spin-off transactions.  Part I of the Guide provides an overview of the publication, and this excerpt summarizes the rest of the Guide’s contents:

This guide is intended to help companies navigate the spin-off process, from the preliminary phases through completion of the transaction. Part II of this guide describes some of the initial planning considerations relating to spin-offs, and includes a discussion of the principal reasons for spin-offs and a comparison to other separation transactions. Part III examines a broad array of general corporate separation issues that may arise in a spin-off. Part IV discusses the transaction agreements commonly executed to implement a spin-off and govern the post-spin relationship between the parent and the spin-off company.

Part V identifies the principal securities law matters associated with a spin-off. Part VI examines certain tax issues, which are critical given the tax-sensitive nature of separation transactions. Finally, Part VII reviews stock exchange listing and trading considerations. A sample illustrative timetable for a spin-off (that is not preceded by an initial public offering) is attached as Annex A. A discussion of certain tax-related postspin limitations on strategic transactions is attached as Annex B.

– John Jenkins