Corporate separation qualifies for tax-free reorganization treatment

Plain-English summary

A publicly traded corporate parent proposed separating one business into a newly formed subsidiary and distributing all of the subsidiary's stock pro rata to the parent's shareholders. The subsidiary would borrow from third parties, transfer cash to the parent as part of the contribution, and the parent would use an equal amount during a 12-month purge period to repay qualifying debt and potentially repurchase shares. Based on extensive representations, the IRS ruled that the contribution and distribution qualify as a reorganization under IRC §§ 368(a)(1)(D) and 355. The ruling provides nonrecognition treatment to the corporations and shareholders, carryover basis and holding periods, and plan treatment for the specified cash purge. It also addresses fractional shares, share repurchases under IRC § 355(e), earnings and profits, and the subsidiary's eligibility to head a new consolidated group. The IRS expressly made no determination whether the distribution satisfied the regulatory business-purpose requirement.

Ruling snapshot

• Question: Will the proposed contribution, borrowing-funded cash transfer, pro rata spin-off, debt repayments, and related share transactions receive the requested corporate-separation tax treatment?
• Outcome: Approved, based on the submitted information and detailed representations
• Key authorities: IRC §§ 355, 357, 358, 361, 362, 368(a)(1)(D), 1001, 1032, 1223, 1504; Treas. Reg. §§ 1.355-2, 1.355-7, 1.358-2

Full text (IRS public release)

Internal Revenue Service Department of the Treasury
Washington, DC 20224

Number: 202535007 Third Party Communication: None
Release Date: 8/29/2025 Date of Communication: Not Applicable
Index Number: 355.00-00, 361.00-00,
361.02-02 Person To Contact:
------------------------, ID No. -----------------
------------------------------------------------- Telephone Number:
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------------------------- Refer Reply To:
CC:CORP:BO3
PLR-121823-24
Date:
May 30, 2025

LEGEND

Distributing = -------------------------------------------------------------------------
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Controlled = -------------------------------------------------------------------------
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Business A = -------------------------------------------------------------------------
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Business B = -------------------------------------------------------------------------
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State A = -------------

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Date 1 = --------------------------

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Continuing Arrangements = -------------------------------------------------------------------------
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Distributing Historic Debt = -------------------------------------------------------------------------
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Distributing Qualified Debt = -------------------------------------------------------------------------
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Distributing Specified Term Loans = -------------------------------------------------------------------------
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Distributing Trade Payables = -------------------------------------------------------------------------
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Extended Term Loans = -------------------------------------------------------------------------
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Overlapping Director = -------------------------------------------------------------------------
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Permitted Share Repurchase = -------------------------------------------------------------------------
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Post-Distribution Payment = -------------------------------------------------------------------------
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Post-Distribution Reimbursement = -------------------------------------------------------------------------
Payment -------------------------------------------------------------------------
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Dear ----------------:

This letter responds to your representatives’ letters dated December 4, 2024, January 3,
2025, and February 6, 2025, on behalf of Distributing, as supplemented by subsequent
information and documentation on May 14, 2025 and May 29, 2025, requesting rulings
under sections 355, 361, and 368(a)(1)(D) of the Internal Revenue Code of 1986, as
amended (the “Code”), Rev. Proc. 2017-52, 2017-41 I.R.B. 283, Rev. Proc. 2023-26,
2023-33 I.R.B. 486, Rev. Proc. 2024-24, 2024-21 I.R.B. 1214, and Guidance Regarding
Certain Matters Relating to Nonrecognition of Gain or Loss in Corporate Separations,
Incorporations, and Reorganizations, 90 Fed. Reg. 5220 (proposed Jan. 16, 2025) (to be
codified at 26 C.F.R. pt. 1) (the “Notice of Proposed Rulemaking”), with respect to
certain Federal income tax consequences of a series of transactions (the Proposed
Transactions, as defined below). The material information provided in the request and
subsequent correspondence is summarized below.

This letter is issued pursuant to Rev. Proc. 2024-1, 2024-1 I.R.B. 1, Rev. Proc. 2017-52,
Rev. Proc. 2024-24, and the Notice of Proposed Rulemaking. This office expresses no
opinion as to any issue not specifically addressed by the rulings below.
PLR-121823-24 4

The rulings contained in this letter are based upon information and representations
submitted by the taxpayer and accompanied by a penalties of perjury statement executed
by an appropriate party. This office has not verified any of the materials submitted in
support of the request for rulings. Verification of the information, representations, and
other data may be required as part of the audit process.

This Office has made no determination regarding whether the Distribution (defined below)
satisfies the business purpose requirement of Treas. Reg. § 1.355-2(b).

                                      FACTS

Distributing is a publicly traded U.S. corporation, the parent of a worldwide group that
includes both domestic and foreign entities (the “Distributing Group”), and the common
parent of an affiliated group of corporations that join in filing a consolidated U.S. federal
income tax return. The Distributing Group currently conducts, among other businesses,
Business A and Business B.

Controlled is a newly formed State A corporation and a direct, wholly owned subsidiary
of Distributing.

Prior to the commencement of the Proposed Transactions (defined below), Distributing
will adopt a plan of reorganization that includes the Proposed Transactions (the “Plan of
Reorganization”).

For purposes of satisfying the active trade or business requirements of section 355(b)
with respect to the Distribution, Distributing and members of its “separate affiliated group”
within the meaning of section 355(b)(3) will rely on Business A and Controlled and
members of its separate affiliated group will rely on Business B. Distributing has
submitted financial information in accordance with Rev. Proc. 2017-52 indicating that
each of Business A and Business B have had gross income and employee wages
representing the active conduct of a trade or business for each of the past five years.
As of Date 1, the Distributing Group had outstanding a of Distributing Historic Debt.

                          PROPOSED TRANSACTIONS

For what are represented to be valid corporate business purposes, Distributing proposes
to separate Business B from its other businesses through the following steps, one or more
of which have been completed (the “Proposed Transactions”):

 Step 1 Controlled borrows b from one or more unrelated third-party lenders,
        which amount, net of fees and expenses paid to such third-party lenders,
        will be distributed to Distributing in Step 2 or used by Controlled for
        working capital, to repay debt, or other purposes (the “Controlled
        Borrowing”). The Controlled Borrowing is expected to consist of term

PLR-121823-24 5

         loans, but may take other forms. Controlled also may enter into a
         revolving credit agreement to be drawn upon as needs arise.
         Depending on market conditions, the Controlled Borrowing may occur
         prior to Step 2, pursuant to which the assets of and entities conducting
         the Controlled Business (defined below) are contributed to Controlled. In
         such case, the legal documentation for the Controlled Borrowing will
         include covenants, and/or conditions, enforceable by the debt holders,
         that Distributing will make such contribution. In these circumstances,
         Distributing may guarantee the Controlled Borrowing, which guarantee
         (if provided) will be terminated immediately prior to the Distribution.

Step 2 Distributing contributes the assets of, and entities conducting, Business
       B and certain other Distributing businesses to be conducted by
       Controlled (the “Controlled Business”), and any Cash Adjustment
       Amounts payable by Distributing to Controlled, to Controlled in exchange
       for (i) Controlled stock (actual or constructive), (ii) the assumption of
       liabilities associated with the Controlled Business, (iii) some or all of the
       cash borrowed in the Controlled Borrowing (the “Controlled Cash
       Distribution”), and (iv) any Cash Adjustment Amounts payable to
       Distributing by Controlled (collectively, the “Contribution”).
         Pursuant to the Plan of Reorganization, Distributing will deposit the cash
         received in the Controlled Cash Distribution, and any Cash Adjustment
         Amounts payable to Distributing by Controlled, in a segregated account.

Step 3 Shortly in advance of the Distribution (defined below) and in connection
       with the Contribution, Distributing causes Controlled to issue additional
       Controlled stock through a recapitalization or other form of issuance such
       that the amount of Controlled stock outstanding immediately prior to the
       Distribution is sufficient to effect the Distribution.

Step 4 Distributing distributes 100 percent of the outstanding stock of Controlled
       pro rata to its shareholders (the “Distribution”).
         No fractional shares of Controlled stock will be issued or distributed in
         connection with the Distribution. Fractional shares of Controlled stock
         that holders of Distributing stock would otherwise be entitled to receive
         will be aggregated into whole shares and sold in the public market by the
         distribution agent. The aggregate net proceeds of these sales will be
         distributed pro rata (based on the fractional shares holders otherwise
         would be entitled to receive) to those holders of Distributing stock that
         otherwise would have been entitled to receive fractional shares.

Step 5 After the Distribution, Distributing may refinance some or all of the
Distributing Qualified Debt, excluding the Distributing Specified Term
PLR-121823-24 6

          Loans, in one or more qualifying direct issuance transactions as
          described by Prop. Reg. § 1.361-5(e)(4).

 Step 6 During the 12-month period following the Contribution (the “Boot Purge
        Period”), Distributing uses an amount of cash equal to the Controlled
        Cash Distribution to (a) repay principal, interest, premium (if any,
        including any “make-whole” payment and any premium pursuant to a
        tender offer) and any associated fees on Distributing Qualified Debt ; and
        (b) repurchase its outstanding common stock pursuant to a Permitted
        Share Repurchase (the uses described in (a) and (b), the “Controlled
        Cash Distribution Purge,” and together with the Contribution and
        Distribution, the “External Spin-Off”). Distributing will use an amount of
        cash equal to the Controlled Cash Distribution to engage in the
        Controlled Cash Distribution Purge pursuant to the Plan of
        Reorganization.

In connection with the External Spin-Off, Distributing and Controlled (or their respective
affiliates) will enter into the Continuing Arrangements and will have the Overlapping
Director.

Following the External Spin-Off, Controlled may institute a share repurchase program,
and Distributing expects to effect share repurchases pursuant to its existing repurchase
authorizations or authorizations to be adopted in the future (together with any
repurchases made with Section 361 Consideration, the “Share Repurchases”). Any
Share Repurchases may be implemented through share repurchases in the open market,
pursuant to an accelerated share repurchase (“ASR”) program, through one or more
tender offers open to all shareholders of the issuing corporation, or a combination thereof.
It is expected that, under an ASR program, the issuer (i.e., either Distributing or
Controlled) would purchase a specified number or dollar amount of its shares from a third-
party investment bank at a price per share that is determined over a specified calculation
period (which often may be terminated early at the bank’s option) and may be subject to
certain caps and/or floors. The issuer would pay for the shares upfront, and the bank
would obtain shares that it delivers upfront by borrowing shares (e.g., from customers or
mutual funds). Then the bank would buy shares, generally in the open market, over time
to return the borrowed shares and to obtain any additional shares it owes to the issuer.
There may be a true-up adjustment as between the issuer and the bank at maturity of the
ASR program. By contrast, an open market program would allow the issuer to offer to
repurchase shares directly in the market, allowing it to repurchase shares in smaller
amounts over time without any up-front commitment of capital. Finally, under a self-
tender offer, the issuer would generally stipulate both the amount of shares and the price
at which it is willing to buy.
PLR-121823-24 7

                               REPRESENTATIONS

Except as set forth below, Distributing makes all of the representations in Section 3 of the
Appendix to Rev. Proc. 2017-52 in the form set forth therein. Unless otherwise defined,
capitalized terms referenced in this section discussing the Rev. Proc. 2017-52
representations have the same meaning given in Rev. Proc. 2017-52.

1. Representations 1, 3(a), 5, 6, 9, 10, 11(a), 12, 13, 14, 15(a), 16, 22(a), 23, 26, 27,
   28, 29, 30, 31(a), 33, 34, 36, 37, 38, 39, 41(a), 42, 43, 44, 45, and 46 are true and
   accurate.

2. Distributing did not make the following representations, which do not apply to the
   External Spin-Off: 7, 24, 25, and 40.

3. Distributing did not make the following representations, which have been replaced
   by representations in Rev. Proc. 2024-24: 2, 4, 17, 18, 19, 20, and 21.

4. Distributing made the modified representations listed below as follows:

     a. Representation 8(b): Distributing may have securities outstanding, but it
        will not distribute Controlled stock, Controlled securities, or Other Property
        to any holder of such securities in the External Spin-Off, in satisfaction
        thereof, except in accordance with the Controlled Cash Distribution Purge
        or for any Post-Distribution Payments.
   
     b. Representation 32: No intercorporate debt will exist between Distributing
        and Controlled at the time of, or subsequent to, the Distribution of Controlled
        stock, except for any debt arising under the Continuing Arrangements
        and/or ordinary course payables and receivables.
   
     c. Representation 35: The payment of cash in lieu of fractional shares of
        Controlled is solely for the purpose of avoiding the expense and
        inconvenience of issuing fractional shares and does not represent
        separately bargained-for consideration. The fractional share interests of
        each Distributing shareholder will be aggregated and sold by the distribution
        agent in the market and no Distributing shareholder of record will receive
        cash in an amount equal to or greater than the value of one full share of
        Controlled (with the possible exception of shareholders who hold Controlled
        stock in multiple accounts or with multiple brokers).
   

Except as set forth below and as further discussed in Distributing’s request for rulings,
Distributing makes all of the representations in Section 3 of Rev. Proc. 2024-24 in the
form set forth therein. Unless otherwise defined, capitalized terms referenced in this
section discussing the Rev. Proc. 2024-24 representations have the same meaning given
in Rev. Proc. 2024-24.
PLR-121823-24 8

1. Representations 1(a), 7, 8, 9, 10, 11, 12, 13, 14, 15(a), 22, 24, 26, 32, 33, 34, 35,
   36, and 37 are true and accurate.

2. Distributing did not make the following representations: 2, 3, 4, 5, 6, 16, 17, 18,
   19, 20, and 29, which do not apply to the External Spin-Off.

Distributing makes the following representations, modified as follows:

1. Representation 21: Except for the Extended Term Loans and any indebtedness
   incurred after the Earliest Applicable Date described by Prop. Reg. § 1.361-
   5(c)(2)(ii) or (v), Distributing incurred each Distributing Qualified Debt that will be
   satisfied with Section 361 Consideration before the Earliest Applicable Date, and,
   except for the Distributing Trade Payables, Distributing incurred each Distributing
   Liability that will be Assumed by Controlled before the Earliest Applicable Date.

2. Representation 23: The total Amount of Distributing Debt that will be satisfied
   with Section 361 Consideration or Assumed by Controlled will not exceed the
   “maximum amount of distributing corporation debt” determined pursuant to Prop.
   Reg. § 1.361-5(d).

3. Representation 25: No money or Other Property that is transferred by Controlled
   to Distributing in pursuance of the Plan of Reorganization will be distributed by
   Distributing to its shareholders in pursuance of the Plan of Reorganization or
   transferred to its creditors in connection with the Divisive Reorganization on a date
   that is earlier than the Contribution.

4. Representation 27: With the exception of Post-Distribution Payments, all
   transfers of Section 361 Consideration by Distributing to Distributing’s creditors in
   satisfaction of Distributing Debt will be made no later than 12 months after the
   Contribution.

5. Representation 28: Distributing will use a segregated account to deposit any
   Post-Distribution Payment that Distributing receives from Controlled. Except with
   respect to any Cash Adjustment Amounts received by Distributing (which are
   addressed in Additional Representation 5), not later than 90 days after the date on
   which Distributing receives a Post-Distribution Payment from Controlled (or 12
   months after the Contribution, whichever is later), Distributing will distribute that
   Post-Distribution Payment (including any interest earned on the segregated
   account) to its shareholders or transfer that Post-Distribution Payment to its
   creditors in payment of Distributing Qualified Debt.

6. Representation 30: With the exception of the Extended Term Loans, neither
   Distributing nor any Distributing Related Person (determined immediately after the
   Earliest Applicable Date), has replaced, directly or indirectly, any Amount of
   Distributing Debt that will be satisfied with Section 361 Consideration with
   borrowing that Distributing or any Distributing Related Person (determined
   PLR-121823-24 9

   immediately after the Earliest Applicable Date) anticipated or was committed to,
   directly or indirectly, before the Earliest Applicable Date.

7. Representation 31: No payment by Controlled to satisfy a Distributing Liability
   (including a Distributing Contingent Liability) that Controlled assumes will be made,
   directly or indirectly, to Distributing or to a Distributing Related Person or made in
   any manner that results in Distributing or a Distributing Related Person having
   legal or practical dominion or control over any part of the payment, except with
   respect to a Post-Distribution Reimbursement Payment.

Distributing has made the following additional representations:

1. The Share Repurchases were or will be motivated by a corporate business
   purpose, were or will be made with respect to widely held shares, and were not or
   will not be motivated by a desire to increase or decrease the ownership percentage
   of any particular shareholder or group of shareholders.

2. At the time that a Share Repurchase was or will be consummated, the relevant
   issuing corporation did not or will not know the identity of any beneficial
   shareholder (i) from which the stock is repurchased in the open market; (ii) in the
   case of an ASR program, from which the third-party investment bank borrows such
   stock or purchases such stock to fulfill the bank's obligation to return borrowed
   shares; or (iii) that participates in a tender offer (except to the extent that the
   shareholder is the record holder of the tendered shares or provides an identifying
   tax-related form or statement to the issuer in connection with such participation).

3. Distributing intends to use the cash it receives in the Controlled Cash Distribution
   and as Cash Adjustment Amounts to execute the Controlled Cash Distribution
   Purge by engaging in the following transactions, listed in order of priority, and in
   each case, to the extent that Distributing has sufficient proceeds from the
   Controlled Cash Distribution or cash from the Cash Adjustment Amounts:

     i. Fully repay outstanding amounts due and owing on the Distributing
        Specified Term Loans (including principal, interest, premium (if any,
        including any “make-whole” payment) and associated fees); provided, that
        the Distributing Specified Term Loans include, for this purpose, any
        extension thereof to the extent such extension does not constitute a
        “significant modification” of such term loan (within the meaning of Treas.
        Reg. § 1.1001-3);
   
     ii. Repurchase Distributing stock from Distributing shareholders in an amount
         up to the amount authorized by the Special Share Repurchase
         Authorization (which amount may be zero (0)), which repurchases (if any)
         may occur at any time or times during the relevant purge period; and
   

   PLR-121823-24 10

     iii. Repay all or a portion of the Distributing Qualified Debt (other than the
          Extended Term Loans) (including principal, interest, premium (if any,
          including any “make-whole payment” and any premium pursuant to a tender
          offer) and associated fees), which payments may occur at any time or times
          during the relevant purge period.
   

4. Distributing may use the cash received in the Controlled Cash Distribution for the
   satisfaction of lower priority uses listed in Representation 3 at any point during the
   Boot Purge Period; provided, that, by the end of the Boot Purge Period, Distributing
   shall have satisfied the uses described in Representation 3.i above in full.

5. To the extent Distributing receives any Cash Adjustment Amounts, Distributing will
   deposit such Cash Adjustment Amounts in a segregated account and, by the later
   of (i) 90 days following receipt or (ii) 12 months following the Contribution, use such
   Cash Adjustment Amounts pursuant to the Controlled Cash Distribution Purge.

                                    RULINGS
   

Based solely on the information submitted and the representations set forth above, we
rule as follows with respect to the Proposed Transactions:

1. The Contribution, together with the Distribution, will be a reorganization within the
   meaning of sections 368(a)(1)(D) and 355. Distributing and Controlled will each
   be “a party to a reorganization” under section 368(b).

2. No gain or loss will be recognized by Distributing on the Contribution. Sections
   357(a) and 361(a).

3. No gain or loss will be recognized by Controlled on the Contribution. Section
   1032(a).

4. The basis in each asset received by Controlled from Distributing in the Contribution
   will equal the basis of that asset in the hands of Distributing immediately before
   the Contribution. Section 362(b).

5. The holding period in each asset received by Controlled from Distributing in the
   Contribution will include the period during which that asset was held by
   Distributing. Section 1223(2).

6. No gain or loss will be recognized by Distributing upon its distribution of the stock
   of Controlled in the Distribution. Section 361(c).

7. No gain or loss will be recognized by (and no amount otherwise will be included in
   the income of) the shareholders of Distributing upon the receipt of Controlled stock
   in the Distribution. Section 355(a)(1).
   PLR-121823-24 11

8. The Controlled Cash Distribution Purge (including with respect to the Controlled
   Cash Distribution and the Cash Adjustment Amounts received by Distributing) will
   be treated as being distributed pursuant to the External Spin-Off plan of
   reorganization. Sections 361(b)(1) and (b)(3).

9. The aggregate basis of the Distributing stock and the Controlled stock in the hands
   of Distributing's shareholders immediately after the Distribution (including any
   fractional share interest in the Controlled stock to which a shareholder may be
   entitled) will equal the aggregate basis of the Distributing stock held by such
   Distributing shareholder immediately before the Distribution, respectively,
   allocated between the Distributing stock and the Controlled stock in proportion to
   the fair market value of each. Section 358(b) and (c); and Treas. Reg. § 1.358-2.

10. The holding period of the Controlled stock received by each Distributing
    shareholder in the Distribution (including any fractional share interest in the
    Controlled stock to which shareholders may be entitled) will include the holding
    period of the Distributing stock with respect to which the distribution of Controlled
    stock will be made in the case of the Distribution, provided that the Distributing
    stock is held as a capital asset on the date of the Distribution. Section 1223(1).

11. Earnings and profits will be allocated between Distributing and Controlled in
    accordance with section 312(h), Treas. Reg. § 1.312-10(a), and Treas. Reg. §
    1.1502-33(e).

12. The receipt by Distributing shareholders of cash in lieu of fractional shares, if any,
    of Controlled stock will be treated for U.S. federal income tax purposes as if the
    fractional shares had been distributed to the Distributing shareholders as part of
    the External Spin-Off and then had been disposed of by such shareholders for the
    amount of such cash in a sale or exchange. The gain (or loss) recognized
    (determined using the basis allocated to the fractional shares in Ruling 9), if any,
    will be treated as capital gain (or loss) under section 1001, provided the stock was
    held as a capital asset by the selling shareholder. Such gain (or loss) will be short-
    term or long-term capital gain (or loss) determined using the holding period
    provided in Ruling 10.

13. For purposes of section 355(e), the sale of fractional shares of Controlled stock in
    connection with the Distribution will not be treated as an acquisition that is part of
    a plan (or series of related transactions) that includes the Distribution.

14. To the extent the Share Repurchases are treated as part of a plan (or series of
    related transactions) with the External Spin-Off for purposes of section 355(e),
    such Share Repurchases will be treated as being made from all public
    shareholders (defined as any shareholder who is not a “controlling shareholder” or
    “ten-percent shareholder” within the meaning of Treas. Reg. § 1.355-7(h)(3) and
    (14)) of Distributing or Controlled, as applicable, on a pro rata basis for purposes
    PLR-121823-24 12

    of testing the effect of the Share Repurchases on the External Spin-Off under
    section 355(e) and Treas. Reg. § 1.355-7.

15. Any increase, directly or indirectly, in the percentage of either voting power or value
    of the stock of Distributing or Controlled (as applicable) owned by a shareholder
    by virtue of the Share Repurchases or acquisitions of the stock of Distributing or
    Controlled, if any, as part of a plan (or series of related transactions) with the
    Distribution will be taken into account for purposes of section 355(e) only after
    reducing such increase for any reduction in such percentage interest, directly or
    indirectly, resulting from the Share Repurchases and any disposition of stock in
    the applicable corporation by such shareholder or issuance of stock by Distributing
    or Controlled (as applicable), if any, as part of a plan (or series of related
    transactions) with the Distribution.

16. The effect of the Share Repurchases will be taken into account under section
    355(e) and these rulings only to the extent such Share Repurchases are otherwise
    treated for purposes of section 355(e) as part of a plan (or series of related
    transactions) with the Distribution.

17. Following the External Spin-Off, Controlled will not be a successor of Distributing
    for purposes of section 1504(a)(3). Therefore, Controlled and its direct and indirect
    subsidiaries that are “includible corporations” under section 1504(b) and satisfy the
    ownership requirements of section 1504(a)(4) will be members of an affiliated
    group of corporations eligible to file a consolidated U.S. federal income tax return
    with Controlled as the common parent.

                                     CAVEATS
    

Except as expressly provided herein, no opinion is expressed or implied concerning the
tax treatment of the Proposed Transactions under any provision of the Code and
regulations or the tax treatment of any condition existing at the time of, or effects
resulting from, the Proposed Transactions that is not specifically covered by the above
rulings.

                          PROCEDURAL STATEMENTS

This ruling is directed only to the taxpayer requesting it. Section 6110(k)(3) provides that
it may not be used or cited as precedent.

A copy of this letter must be attached to any income tax return to which it is relevant.
Alternatively, a taxpayer filing its return electronically may satisfy this requirement by
attaching a statement to its return that provides the date and control number of the letter
ruling.

In accordance with the powers of attorney on file with this Office, a copy of this letter is
being sent to your authorized representatives.
PLR-121823-24 13

                                               Sincerely,

                                               _____________________________________
                                               John Lovelace
                                               Senior Counsel, Branch 3
                                               Office of Associate Chief Counsel (Corporate)

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