Parting Is Such Sweet Sorrow! Split-Up Transactions Are Sweeter When Nontaxable

A split-up transaction is a type of spin-off transaction that occurs when shareholders of a business want to part ways. The split-up may occur because shareholders want to take the business in different directions or they just may no longer want to work together. In a split-up, the parent corporation D dissolves and liquidates, distributing stock of one controlled corporate subsidiary to one or more shareholders and stock of another controlled corporate subsidiary to other shareholders, in both cases in redemption of D stock. Split-ups are often achieved through the use of one or more ''divisive D reorganizations'' under I.R.C. § 368(a)(1)(D).

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