Transforming Enterprises: Unlocking Value through Spin-Offs

Price: $0 OnDemand

Meet The Speakers

Matthew Gemello
Partner, Baker & McKenzie, Palo Alto
Kirsten Malm
Partner, Baker & McKenzie, San Francisco
Jeff Marks
Managing Director, Corporate Finance Advisor, JP Morgan, San Francisco


This program is sponsored by Baker & McKenzie.

Baker & Mckenzie

An investment banker and two Baker attorneys explore the recent uptick in corporate spin-off transactions. What’s driving it? How does the market view spin-offs? How have companies involved in these transactions – both parent companies and spincos – performed post-spin? How have shareholders responded? How have regulators like the IRS and the SEC responded? What alternatives exist and how do companies weigh these against a spin?

During this program, the panel will cover:
• What is driving M&A activity generally and divestitures such as spin-offs in particular? What market forces are at play? What is the role of activist investors? 
• Are there regulatory (tax, SEC, etc.) incentives to undertake spin-off transactions, or do those rules instead pose a hindrance to transactions the marketplace desires?
• What is the profile of a company that can benefit from a spin-off?
• Do spin-offs create value?
• What variations are being pursued and when are these appropriate?
• What are the first steps a company can take to explore whether a spin-off or other type of divestiture would create value?

Educational Objectives:
• Become conversant about the primary market forces driving spin-offs.
• Gain an overview of the legal and tax issues that affect spin-off transactions.
• Understand the different alternatives to a spin-off, and why one might be better than another in particular situations.

Who would benefit most from attending this program?

Tax VP, Director of Tax, Accounting Director, Accounting VP, In-house counsel, Chief Legal Officers, General Counsel, Corporate Counsel and Director, CFO, Director, Financial Planning and Analysis, Chief Risk and Compliance Officer, COO, Auditor, Controller, VP of Strategy or some other strategic function

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Matthew Gemello, Partner, Baker & McKenzie, Palo Alto

Matthew Gemello is a corporate/M&A partner in Baker & McKenzie's Palo Alto office and a member of the management committee of the North America Corporate & Securities Practice Group. Mr. Gemello is also chair of the Firm's North America pro bono practice. He has been frequently recognized as a leading lawyer by multiple publications and peer surveys, and was recently selected by the San Francisco and Los Angeles Daily Journal as being one of the Top 10 Innovative Corporate Lawyers in California. 

Mr. Gemello guides technology companies and their financial sponsors through transformational corporate transactions. These deals range from private company buyouts and public takeovers in the United States and around the world, to complex multijurisdictional spinoffs and business carve-outs.

Kirsten Malm , Partner, Baker & McKenzie, San Francisco

Kirsten Malm is a partner in the San Francisco office, advising US-based technology multinationals on federal income tax law in relation to domestic and cross-border transactions. Ms. Malm is a member of the North America Tax Practice Group’s Best Practices Committee and its Tax Planning and Transactions Steering Committee. She is an editor of the Baker & McKenzie Tax Newsletter and speaks frequently at tax seminars, including those of the Tax Executives Institute (TEI) and Bloomberg BNA CITE. Ms. Malm been recognized as a seasoned tax professional by the Legal 500 USA and as a Rising Star by Northern California Super Lawyers.

Ms. Malm advises US and foreign multinationals, many in the technology industry, with respect to corporate transactions. These include mergers and acquisitions, post-acquisition integration and IP migration transactions and corporate divestitures including spin-offs, joint ventures, partnerships, financings, international tax planning, cash repatriation and subpart F planning. She also has extensive experience representing US-based companies in the software, semiconductor, telecommunications, pharmaceutical, and medical device industries.

Jeff Marks, Managing Director, Corporate Finance Advisor, JP Morgan, San Francisco

Jeff Marks is a Managing Director in J.P. Morgan’s Corporate Finance Advisory group, focusing on tax structuring and its corporate finance implications for M&A and capital markets transactions.  In his 15 years at J.P. Morgan, Jeff has executed a variety of spin-offs and split-offs, buyside and sellside M&A transactions, investment grade and high yield debt offerings, and public and private equity financings.  He returned to the firm in 2006 after earning his J.D. from the University of California, Hastings College of the Law, with a concentration in tax.  Prior to graduate school, Jeff worked in J.P. Morgan’s Mergers & Acquisitions group from 1997 to 2002 in San Francisco and London.  Jeff holds an A.B. in economics from Harvard College.