n the wake of Yahoo Inc.’s announcement that the Internal Revenue Service (the “IRS”) has declined to issue a private letter ruling with respect to its widely publicized spinoff of its small business unit (which included Yahoo’s remaining portfolio position in Alibaba stock), on September 14, 2015, the Department of the Treasury (“Treasury”) and the IRS announced a significant shift in IRS ruling policy with respect to certain tax-free distributions under Section 355 of the Internal Revenue Code and, potentially, in the IRS’s interpretation of the law applicable to such distributions. On that date, the IRS released Rev. Proc. 2015-43 and Notice 2015-59, which taken together set forth new limitations on taxpayers’ ability to obtain private letter rulings for requests filed on or after September 14, 2015 with respect to certain types of spinoff transactions. In addition, Notice 2015-59 describes the issues and concerns that Treasury and the IRS believe are presented by such transactions and requests public comments with respect thereto.
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