Examples and Explanations / Edition 3

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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.

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Product Details

  • ISBN-13: 9780735539679
  • Publisher: Wolters Kluwer Law & Business
  • Publication date: 10/15/2004
  • Series: Examples and Explanations Series
  • Edition description: Older Edition
  • Edition number: 3
  • Pages: 576
  • Product dimensions: 1.18 (w) x 10.00 (h) x 7.00 (d)

Table of Contents

Preface xxiii
Acknowledgements xxv
Part 1 Some Preliminary Matters
Chapter 1 Introduction 3
The Corporate Income Tax-A Double Tax Regime 3
Computation and Rate Structure for the Tax on Corporate and Shareholder Income 6
Nonrecognition in the Subchapter C World 16
Incidence of the Corporate Tax 17
Chapter 2 Choice of Form and Entity Classification 19
Introduction 19
Choice of Business Form 20
Classification of the Business Entity 25
Chapter 3 The Corporate Capital Structure 33
Introduction 33
Distinguishing Debt from Equity 35
Losses from Investments in the Corporate Enterprise 45
Gains from Investment in the Corporate Enterprise 47
Conclusion 48
Part 2 Corporate Formation
Chapter 4 Incorporation and Other Contributions to Capital 51
Introduction 51
Shareholder Nonrecognition: [section]351 Eligibility Requirements and Underlying Policy 53
Operation of Shareholder Nonrecognition Rules 67
Tax Consequences to the Corporation 74
Contribution vs. Sale 76
Additional Contributions to Capital 78
Effect of Liabilities: [section]357 and Related Matters 81
Examples 103
Explanations 105
Part 3 Corporate Midlife Events
Chapter 5 Nonliquidating Distributions 117
Introduction 117
Tax Consequences to the Shareholders 118
Definitions of Earnings and Profits 127
Special Rules for Corporate Shareholders 130
Tax Consequences to the Distributing Corporation 135
Distributions Involving Liabilities 141
Constructive Dividends 143
Examples 144
Explanations 146
Chapter 6 Redemption Distributions 155
Introduction 155
Tax Consequences to Redeemed Shareholders 157
A Look at Attribution Rules: [section]318 166
Special Issues for Corporate Shareholders 179
Redemptions of Stock to Pay Death Taxes: [section]303 180
Redemptions Related to Inter-Shareholder Transfers and Bootstrap Acquisitions 181
Redemptions by Related Corporations: [section]304 189
Tax Consequences to the Corporation 197
Examples 198
Explanations 200
Chapter 7 Stock Dividends 209
Introduction 209
Tax Consequences to the Shareholders 211
Tax Consequences to the Corporation 220
The Preferred Stock Bailout: [section]306 Stock 221
Examples 235
Explanations 238
Part 4 Corporate Liquidation and Related Issues
Chapter 8 General Liquidation Rules 245
Introduction 245
Tax Consequences to Individual Shareholders: [section]331 247
Tax Consequences to the Liquidating Corporation: [section]336 253
Examples 259
Explanations 262
Chapter 9 Liquidation of Subsidiaries 271
Introduction 271
Tax Consequences to the Parent Corporation: [section]332 272
Tax Consequences to Minority Shareholders: [section]331 276
Tax Consequences to the Liquidating Subsidiary: [section]337 276
Examples 280
Explanations 282
Part 5 Corporate Acquisitions, Divisions, and Other Corporate Restructuring
Subpart A Taxable Acquisitions
Chapter 10 Taxable Mergers and Acquisitions 291
Introduction 291
Taxable Asset Acquisitions 296
Taxable Stock Acquisitions 303
Stock Acquisitions Treated as Asset Acquisitions: [section]338 305
Special Problems Under [section]338: Affiliated Corporations and Consistency Rules 318
Creative Acquisition Strategies 328
Examples 329
Explanations 332
Subpart B Tax-Free Reorganizations
Chapter 11 Introduction to Basic Corporate Reorganization Principles 343
Introduction 343
Categories of Reorganization 344
Overview and History: Doctrine Underlying Tax-Free Reorganizations 346
Overview of Corporate Reorganization Tax Consequences 347
Judicial Glosses on the Statute 355
Step-Transaction Doctrine 376
Meaning of "Party to a Reorganization" and "Plan of Reorganization" 382
Chapter 12 Acquisitive Reorganizations 385
Introduction 385
Acquisitive Stock Reorganizations: The Basic Type B Reorganization 387
Acquisitive Asset Reorganizations: Basic Statutory Mergers and Consolidations 395
Acquisitive Asset Reorganizations: The Basic Type C Reorganization 399
Triangular Reorganizations 406
Nondivisive Type D Reorganizations 421
Acquisitive Reorganizations in Insolvency: The Type G Reorganization 422
Overlaps in the Acquisitive Reorganization Definitions 423
Proposals to Eliminate the Reorganization Definitions 424
Carryover of Tax Attributes Following Tax-Free Acquisitive Reorganizations 425
Examples 427
Explanations 431
Chapter 13 Corporate Divisions 445
Introduction 445
Overview of [section]355 Requirements 452
A Closer Look at the [section]355 Requirements 453
Overlap of [section]368(a)(1)(D) and [section]355: Divisive Reorganizations 466
Tax Consequences to Shareholders and Other Distributees 466
Tax Consequences to the Corporation 468
Examples 474
Explanations 476
Chapter 14 Recapitalization and Other Corporate Restructuring 483
Introduction 483
Recapitalizations: The Type E Reorganization 485
Mere Change in Identity, Form, or Place: Type F Reorganization 498
Examples 499
Explanations 501
Table of Cases 507
Table of Internal Revenue Code Sections 509
Table of Treasury Regulations and Revenue Rulings 517
Index 521
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