When a corporate parent creates an independent company and divests it by distributing to its stockholders new shares in the business it is called?

Abstract

Despite the prevalence of corporate change in the last decade, researchers have not examined whether a change occurred in the corporate form. The analysis here presents a historical case study of a large U.S. corporation and quantitative data on the largest 100 U.S. industrial corporations. The case study examines the effects of changing economic conditions and state business policy on the corporate form. This study demonstrates that the corporation changed to a multilayered subsidiary form (MLSF): a corporation with a hierarchy of two or more levels of subsidiary corporations with a parent company at the top of the hierarchy operating as a management company. Whereas rising debt and increasing competition in the 1970s and 1980s undermined corporations' capacity to accumulate capital, changes in state business policy in the mid-1980s provided the political-legal structure for corporations to restructure their assets as subsidiary corporations tax free. Changes in state business policy also provided a means for corporations to merge, acquire, and spin-off subsidiary corporations tax free. Quantitative data on the 100 largest U.S. industrial corporations show that while the multidivisional form decreased, the MLSF increased between 1981 and 1993. Findings support a capital dependence framework. The MLSF constructs liability firewalls among corporate entities and creates internal capital markets, reducing dependence on external capital markets.

Journal Information

Sociological Forum, the official journal of the Eastern Sociological Society, is a peer-review journal that emphasizes innovative articles developing topics or areas in new ways or directions. While supporting the central interests of sociology in social organization and change, the journal also publishes integrative articles that link subfields of sociology or relate sociological research to other disciplines, thus providing a larger focus on complex issues. Building on the strength of specialization while stressing intellectual convergences, this publication offers special opportunities for using the techniques and concepts of one discipline to create new frontiers on others.

Publisher Information

Springer is one of the leading international scientific publishing companies, publishing over 1,200 journals and more than 3,000 new books annually, covering a wide range of subjects including biomedicine and the life sciences, clinical medicine, physics, engineering, mathematics, computer sciences, and economics.

Rights & Usage

This item is part of a JSTOR Collection.
For terms and use, please refer to our Terms and Conditions
Sociological Forum
Request Permissions

When a corporate parent creates an independent company and divests it by distributing to its stockholders new shares in the business it is called?
Divestiture or commonly called as divestment is the process of selling off a part or division of the company to another company or creating a separate company. Divestiture can take the form of the spin-off, split-off, split-up, sell-off, equity carve-out, etc. Of these forms, the two commonly juxtaposed forms of divestiture are spin-off and split-off. Spin-off refers to the business division, which becomes an independent undertaking, after separation from the parent company.

On the contrary, Split-off is a process in which the holding company’s shareholders are allotted shares in the subsidiary, that is being split-off in exchange for the shares in its holding company.

The company adopts the divestiture in order to focus on its key areas or to fulfil urgent cash requirement, or due to the large size of the business, it is difficult to handle, the unit is not generating good revenue. Check out the differences between spin-off and split-off, in the article presented to you.

Content: Spin-off Vs Split-off

  1. Comparison Chart
  2. Definition
  3. Key Differences
  4. Conclusion

Comparison Chart

Basis for ComparisonSpin-offSplit-off
Meaning Spin-off implies a business action, wherein a company disjoins a division and creates new business entity, which is separately listed in the stock exchange and has independent board of directors. Split-off refers to a corporate divestiture process in which a company's subsidiary turnout as a separate entity, with independent listing of its capital stocks.
Shares Shares of the subsidiary company are distributed to all the shareholders. Holding company's shareholders are required to exchange their shares, to get shares in the subsidiary.
Reason To create a separate identity of the new firm. To create a distinction between the core business and the new one.

Definition of Spin-off

A spin-off can be defined as a type of divestiture in which the part of a business is dissociated and created as a separate firm, by issuing new shares. This form of corporate divestiture is also known by the name spin-out or starburst.

The shares are distributed as a dividend to the existing shareholder in the proportion of their holdings, with the aim of compensating the loss of equity in the initial stocks. In this way, ownership is not changed, in the sense that the same stockholders will own the company and that too in the same proportion. Further, the shareholder’s have the choice to retain these shares with themselves, or they can also sell these shares in the market.

Companies go for a spin-off to manage the division that has good potential, especially for the long term. In the spin-off, the parent concern transfers the assets, intellectual property, i.e. copyright, royalty, trademark, etc., and manpower, to the newly affiliated firm.

Definition of Split-off

The term ‘split-off’ is used to mean a method of corporate restructuring, in which the shares of a company’s subsidiary or unit are transferred to the shareholders, in return for the equity of the parent concern. Hence, it is similar to stock repurchase, wherein the parent company buys back its own shares.

Prior to the split-off, the split-off entity is a division or subsidiary of the parent concern, which after split-off becomes a separate legal entity owned by some of the shareholders of the parent organization and ownership of the parent concern will be in the hands of the remaining shareholders, who do not surrender their shares for the shares in the split-off.

It is a strategy to defend the subsidiary company, against the hostile takeovers, as well as it benefits both the holding company, its subsidiary, which goes for split-off.

The differences between spin-off and split-off are given in detail in the points given below:

  1. A spin-off can be described as the divestment strategy, in which a portion or division of the company, is split and a new company is created which has a separate legal identity from the parent one. On the other hand, split-off is a corporate restructuring strategy through a contraction, wherein the parent company offers its shareholder the shares of the new entity, who must relinquish the shares of the parent company, on the acceptance of the shares in the new entity.
  2. In the spin-off, the shares of the spin-off concern will be allotted to the stockholders of the parent concern on pro-rata basis, and they need not give up the shares of the parent concern. On the contrary, in split-off, the allotment of shares will be made to those shareholders only who surrender the shares of the parent concern in exchange for the shares in the split-off concern.
  3. Corporates take the recourse of spin-off in order to create a separate identity of the subsidiary, whereas split-off is often affected when the company wants to create a difference between its core business activities and the additional one.

Conclusion

Companies that wish to make their operations more efficient and effective, usually sell their unprofitable units or unrelated subsidiary, to concentrate on its core and more profitable operations. And to do so, spin-off and split-off is the best option for the corporates.

When a parent company creates two new companies and its shares are distributed to the parent's shareholders it is called a an?

A spinoff is the creation of an independent company through the sale or distribution of new shares of an existing business or division of a parent company. The spun-off companies are expected to be worth more as independent entities than as parts of a larger business.

What is also called as spin

A spinoff, also known as starburst or spinout, refers to an operational strategy where a company separates its subsidiary to form a new independent entity. In doing so, the parent firm retains the ownership of the new business and distributes or sells shares of the new company to its existing shareholders.

What is the difference between spin

The parent company receives no cash in the spin-off but retains an equity stake in the new company. After the demerger, existing shareholders will own two shares of separate companies in the place of just one.

What is an example of a spin

A spinoff occurs when one public company separates one of its subsidiaries into a separate public company. PayPal Holdings (ticker: PYPL) was famously a spinoff from parent company eBay (EBAY). Pharmaceutical giant AbbVie (ABBV) is a spinoff of parent company Abbott Laboratories (ABT).