BUSINESS RESTRUCTURING
27 May 2025
When a business separates part of its existing company to create an entirely new and independent enterprise, this is called a “spin-off company.” In many cases, while functionally different companies, these new entities will retain a certain amount of existing assets, staff members, and sometimes intellectual property (IP) of its parent enterprise.
This strategy may increase shareholder value, focus operations in ways that boost productivity, and even foster innovation. Indeed, pursuing separation can meet a variety of intentions from strategy or finance optimization to better adherence to regulatory compliance requirements.
Naturally, this is a quite intricate and complex process, involving a range of legal, financial, and operational restructuring efforts. That’s why we’re taking a closer look at spin-offs — what the payoffs can be, how the process typically works, and some key examples. As creating spin-offs has global relevance, we’re going to focus on utilizing them anywhere in the world, rather than a limited region.
A spin-off entity is created when a corporation separates a division of its operations to become a legally distinct enterprise. While this separate entity will inherit the assets, staff members, customer accounts, and IP it utilized previously, it functions entirely independently of its parent organization.
This is unlike a sell-off or divestiture, where portions of the parent company are sold to third parties unconnected to the original business. With a corporate spin-off, the ownership of the new and independent company remains with the existing shareholders of the parent business, who will usually receive a proportional value of shares.
Many large multinational corporations have taken this route for nuanced reasons. For instance, in 2014, Fiat-Chrysler announced it was spinning off Ferrari into its own enterprise, aiming to raise capital for the former’s expansion while also distinguishing the latter in the luxury marketplace.
Companies adopt these strategies for a number of reasons, including:
This stage involves performing feasibility assessments, establishing the potential impact on operations and branding, before aligning all relevant internal stakeholders on the benefits of spinning off. The company will also arrange the administration of any regulatory clearance required.
The structural phase involves organizing the department into the form it will take as a separate entity. A corporate restructuring attorney can help guide this aspect. It includes legally incorporating the new entity, setting up internal systems and policies, and assigning relevant assets. There will also be an HR transition, supporting staff in moving from the parent company to the fresh organization.
Execution focuses on finalizing the separation of the two distinct entities. Leadership will obtain official shareholder approval, alongside completing public or private registration processes. The internal governance setup will be installed, too, ensuring that boards and management teams are ready to lead from launch day.
Even once the final separation has been completed, there needs to be close attention on ensuring smooth continuation on both sides. Transition services might be used to support the parent or new entity and strategies may be employed to ensure ongoing brand separation. The parent company should also communicate clearly with investors and customers throughout to maintain confidence.
Spinning off presents a range of advantages and hurdles for companies. On the beneficial side, there can be improved managerial focus, in which leadership can fully concentrate on a crystallized set of objectives. Financial reporting is often clearer, enabling investors and leaders to understand the economic performance of each entity. The spun-off entity also tends to be more agile when free from the constraints of a larger corporation, with leaders and staff able to pursue innovations more swiftly. This same nimbleness can contribute to better market positioning, too, with the potential for higher valuation over time.
That said, the early life of these fresh entities can be quite unstable and markets may react negatively to uncertainty. The setup costs can also be relatively high, with parent corporations needing to duplicate certain resources to serve both enterprises. Furthermore, a layer of complexity can be added due to differing regulatory and tax compliance needs, particularly if the spun-off entity is operating in a different jurisdiction or industry.
The motivations behind separating into distinct entities and the outcomes of such efforts can be varied. Often, the best way to illustrate this is with prominent examples.
While a subsidiary is a division still owned by a parent corporation, spinning off involves creating an entirely independent legal entity.
Often, shareholders will receive a proportional number of shares in the spun off entity. As a result, they might benefit from any rise in value that occurs from each company’s independent growth.
It depends on the jurisdiction, as spin offs are tax-free if they meet specific regulatory criteria in some locations. It is essential to seek expert legal guidance for full clarity.
Spinning off strategies are used worldwide, and are not regionally limited. This means with correct structuring companies can immediately serve international markets.
Timelines will depend on company size, industry, and regulatory requirements. The full process from planning to operational independence takes around 6 to 18 months for most, though.
Associated Press. (2014, October 29). Ferrari to be separated from parent company Fiat Chrysler. The Guardian. https://www.theguardian.com/business/2014/oct/29/ferrari-fiat-chrysler-luxury-brand
Juang, M. (2023, January 4). GE HealthCare begins trading as spin-off heralds shift to corporate streamlining. Yahoo Finance. https://finance.yahoo.com/news/ge-health-care-begins-trading-as-spin-off-heralds-shift-to-corporate-streamlining-194525168.html
Steitz, C. (2025, April 16). Siemens Energy posts highest margin since spin-off after strong Q2. Reuters. https://www.reuters.com/business/energy/siemens-energy-raises-outlook-after-forecast-beating-q2-2025-04-16/
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