Examples and Explanations / Edition 3

Examples and Explanations / Edition 3

by Cheryl D. Block
     
 

ISBN-10: 0735539677

ISBN-13: 9780735539679

Pub. Date: 10/15/2004

Publisher: Wolters Kluwer Law & Business

The two-step method of the Examples & Explanations Series is especially appropriate for the complex and dynamic area of corporate taxation, and this new edition delivers precisely the right information to lead students to a deeper understanding of the field.

The book provides a clear, straightforward introduction to the principles of

Overview

The two-step method of the Examples & Explanations Series is especially appropriate for the complex and dynamic area of corporate taxation, and this new edition delivers precisely the right information to lead students to a deeper understanding of the field.

The book provides a clear, straightforward introduction to the principles of corporate taxation, as well as examples illustrating how those principles apply in typical cases:

  • the cradle-to-grave approach to the topic begins with incorporation and ends with liquidation, mirroring the way most corporate tax courses are taught
  • distinctive Examples & Explanations Series questions and answers at the end of each chapter give students practice applying concepts covered in the text
  • numerous diagrams allow students to make concepts concrete

The Third Edition keeps pace with rapid developments:

  • major new developments in the acquisitions area since 2001 are addressed in Part Five B: Tax-Free Reorganization
  • changes resulting from the newly passed tax legislation, particularly those relating to dividends, are covered in detail in Chapter 1 (general tax rates) and throughout the entire text
  • Chapter 12 includes a new example and explanation on acquisitions transactions
  • all explanations now reflect the new legislation
  • the entire text has been thoroughly update

Join the many satisfied users who depend on Examples & Explanations: Corporate Taxation to show their students how classroom discussion actually applies in practice.

Product Details

ISBN-13:
9780735539679
Publisher:
Wolters Kluwer Law & Business
Publication date:
10/15/2004
Series:
Examples and Explanations Series
Edition description:
Older Edition
Pages:
576
Product dimensions:
1.18(w) x 10.00(h) x 7.00(d)

Table of Contents

Prefacexxiii
Acknowledgementsxxv
Part 1Some Preliminary Matters
Chapter 1Introduction3
The Corporate Income Tax-A Double Tax Regime3
Computation and Rate Structure for the Tax on Corporate and Shareholder Income6
Nonrecognition in the Subchapter C World16
Incidence of the Corporate Tax17
Chapter 2Choice of Form and Entity Classification19
Introduction19
Choice of Business Form20
Classification of the Business Entity25
Chapter 3The Corporate Capital Structure33
Introduction33
Distinguishing Debt from Equity35
Losses from Investments in the Corporate Enterprise45
Gains from Investment in the Corporate Enterprise47
Conclusion48
Part 2Corporate Formation
Chapter 4Incorporation and Other Contributions to Capital51
Introduction51
Shareholder Nonrecognition: [section]351 Eligibility Requirements and Underlying Policy53
Operation of Shareholder Nonrecognition Rules67
Tax Consequences to the Corporation74
Contribution vs. Sale76
Additional Contributions to Capital78
Effect of Liabilities: [section]357 and Related Matters81
Examples103
Explanations105
Part 3Corporate Midlife Events
Chapter 5Nonliquidating Distributions117
Introduction117
Tax Consequences to the Shareholders118
Definitions of Earnings and Profits127
Special Rules for Corporate Shareholders130
Tax Consequences to the Distributing Corporation135
Distributions Involving Liabilities141
Constructive Dividends143
Examples144
Explanations146
Chapter 6Redemption Distributions155
Introduction155
Tax Consequences to Redeemed Shareholders157
A Look at Attribution Rules: [section]318166
Special Issues for Corporate Shareholders179
Redemptions of Stock to Pay Death Taxes: [section]303180
Redemptions Related to Inter-Shareholder Transfers and Bootstrap Acquisitions181
Redemptions by Related Corporations: [section]304189
Tax Consequences to the Corporation197
Examples198
Explanations200
Chapter 7Stock Dividends209
Introduction209
Tax Consequences to the Shareholders211
Tax Consequences to the Corporation220
The Preferred Stock Bailout: [section]306 Stock221
Examples235
Explanations238
Part 4Corporate Liquidation and Related Issues
Chapter 8General Liquidation Rules245
Introduction245
Tax Consequences to Individual Shareholders: [section]331247
Tax Consequences to the Liquidating Corporation: [section]336253
Examples259
Explanations262
Chapter 9Liquidation of Subsidiaries271
Introduction271
Tax Consequences to the Parent Corporation: [section]332272
Tax Consequences to Minority Shareholders: [section]331276
Tax Consequences to the Liquidating Subsidiary: [section]337276
Examples280
Explanations282
Part 5Corporate Acquisitions, Divisions, and Other Corporate Restructuring
Subpart ATaxable Acquisitions
Chapter 10Taxable Mergers and Acquisitions291
Introduction291
Taxable Asset Acquisitions296
Taxable Stock Acquisitions303
Stock Acquisitions Treated as Asset Acquisitions: [section]338305
Special Problems Under [section]338: Affiliated Corporations and Consistency Rules318
Creative Acquisition Strategies328
Examples329
Explanations332
Subpart BTax-Free Reorganizations
Chapter 11Introduction to Basic Corporate Reorganization Principles343
Introduction343
Categories of Reorganization344
Overview and History: Doctrine Underlying Tax-Free Reorganizations346
Overview of Corporate Reorganization Tax Consequences347
Judicial Glosses on the Statute355
Step-Transaction Doctrine376
Meaning of "Party to a Reorganization" and "Plan of Reorganization"382
Chapter 12Acquisitive Reorganizations385
Introduction385
Acquisitive Stock Reorganizations: The Basic Type B Reorganization387
Acquisitive Asset Reorganizations: Basic Statutory Mergers and Consolidations395
Acquisitive Asset Reorganizations: The Basic Type C Reorganization399
Triangular Reorganizations406
Nondivisive Type D Reorganizations421
Acquisitive Reorganizations in Insolvency: The Type G Reorganization422
Overlaps in the Acquisitive Reorganization Definitions423
Proposals to Eliminate the Reorganization Definitions424
Carryover of Tax Attributes Following Tax-Free Acquisitive Reorganizations425
Examples427
Explanations431
Chapter 13Corporate Divisions445
Introduction445
Overview of [section]355 Requirements452
A Closer Look at the [section]355 Requirements453
Overlap of [section]368(a)(1)(D) and [section]355: Divisive Reorganizations466
Tax Consequences to Shareholders and Other Distributees466
Tax Consequences to the Corporation468
Examples474
Explanations476
Chapter 14Recapitalization and Other Corporate Restructuring483
Introduction483
Recapitalizations: The Type E Reorganization485
Mere Change in Identity, Form, or Place: Type F Reorganization498
Examples499
Explanations501
Table of Cases507
Table of Internal Revenue Code Sections509
Table of Treasury Regulations and Revenue Rulings517
Index521

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