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Examples & Explanations: Corporate Taxation, 4th Ed. / Edition 4

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Overview

Examples & Explanations: Corporate Taxation offers a remarkably clear treatment of a complex area of tax law. Demystifying Subchapter C, Cheryl D. Block methodically explains all of the tax issues that arise from the formation of the corporation to liquidation. Students learn by applying the concepts in multiple problem sets and comparing their answers to Block’s thorough analysis.

Making complicated tax laws understandable, this straightforward introduction to the principles of corporate taxation offers:

  • a logical cradle-to-grave organization—modified by considering corporate liquidations prior to the more complex materials on tax-free reorganizations
  • numerous diagrams that illustrate the complexities and relational aspects of corporate transactions
  • practical skill development that will enable students to identify the details that really matter in the larger context
  • examples and explanations that test students’ understanding and provide an opportunity to apply what they have learned in each chapter
  • a modular chapter structure that easily adapts to different teaching approaches

Updated throughout, the Fourth Edition features:

  • updated text, examples, and explanations that reflect new legislation, regulations, and rulings since publication of the Third Edition
  • examples in Chapters 2, 3 and 11
  • selected coverage of Subchapter S integrated into Chapter 2
  • expanded coverage of capital structure planning
  • coverage of OID, original issue discount
  • coverage of section 362(e), regarding loss limitation rules

Students who use Examples & Explanations: Corporate Taxation agree: the combination of the author’s singular clarity and the Examples & Explanations problem format gets five stars.

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Product Details

  • ISBN-13: 9780735588721
  • Publisher: Wolters Kluwer Law & Business
  • Publication date: 1/6/2010
  • Series: Examples and Explanations Series
  • Edition number: 4
  • Pages: 640
  • Sales rank: 568,853
  • Product dimensions: 7.00 (w) x 9.90 (h) x 1.50 (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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