Corporate Taxation

Corporate Taxation is part of the LexisNexis Graduate Tax Series, which is geared toward LLM degree programs in tax. As such, the text includes almost no original materials from court cases or administrative guidance. It is assumed that students will read relevant materials online before class, and that the instructor will highlight those items that are particularly important for the course as it develops. The authors believe it is important for students to develop an ability to read and understand tax statutes, revenue rulings, regulation preambles and amendments on their own, without being "spoonfed" by text and teacher. Part I of the text covers the fundamentals of corporate taxation such as the corporate tax base; distributions from corporations; shareholder transfers of property to corporations; liability assumptions in connection with those transactions; corporate liquidations; the DRD and liquidations of controlled subsidiaries; redemptions; stock distributions and similar transactions such as recapitalizations; subchapter S concepts; choice of entity and capital structure issues; taxable asset and stock acquisitions; section 338 recharacterization of stock acquisitions as asset acquisitions; the rules for carryovers; boot in reorganizations; B reorgs; C reorgs; triangular mergers; F reorgs; and an extensive discussion of section 355, including the post-General Utilities anti-abuse rules. Part II provides a discussion of advanced topics that some instructors may wish to incorporate along with one of the earlier chapters or pick and choose for a few advanced topics at the end of the course. It deals with debt and equity issues of particular interest in the corporate context, including section 1032 and the use of a corporation's own stock, options, or tracking stock; transactions involving debt of related parties; and a brief introduction to consolidated returns, as a means of exploring advanced topics in entity organization. Each chapter ends with comprehensive sets of Discussion and Practice Problems.