Corporate Taxation: Examples And Explanations

Provides a straightforward introduction to the principles of corporate taxation and examples illustrating how those principles apply in typical cases.

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Additional Details

ISBN-10: 0735539677
ISBN-13: 9780735539679
Publisher: Aspen Publishers; 3 edition

Table of Contents

Part 1	Some Preliminary Matters
Chapter 1	Introduction
	The Corporate Income Tax-A Double Tax Regime
	Computation and Rate Structure for the Tax on Corporate and Shareholder Income
	Nonrecognition in the Subchapter C World
	Incidence of the Corporate Tax
Chapter 2	Choice of Form and Entity Classification
	Introduction
	Choice of Business Form
	Classification of the Business Entity
Chapter 3	The Corporate Capital Structure
	Introduction
	Distinguishing Debt from Equity
	Losses from Investments in the Corporate Enterprise
	Gains from Investment in the Corporate Enterprise
	Conclusion
Part 2	Corporate Formation
Chapter 4	Incorporation and Other Contributions to Capital
	Introduction
	Shareholder Nonrecognition: §351 Eligibility Requirements and Underlying Policy
	Operation of Shareholder Nonrecognition Rules
	Tax Consequences to the Corporation
	Contribution vs. Sale
	Additional Contributions to Capital
	Effect of Liabilities: §357 and Related Matters
	Examples
	Explanations
Part 3	Corporate Midlife Events
Chapter 5	Nonliquidating Distributions
	Introduction
	Tax Consequences to the Shareholders
	Definitions of Earnings and Profits
	Special Rules for Corporate Shareholders
	Tax Consequences to the Distributing Corporation
	Distributions Involving Liabilities
	Constructive Dividends
	Examples
	Explanations
Chapter 6	Redemption Distributions
	Introduction
	Tax Consequences to Redeemed Shareholders
	A Look at Attribution Rules: §318
	Special Issues for Corporate Shareholders
	Redemptions of Stock to Pay Death Taxes: §303
	Redemptions Related to Inter-Shareholder Transfers and Bootstrap Acquisitions
	Redemptions by Related Corporations: §304
	Tax Consequences to the Corporation
	Examples
	Explanations
Chapter 7	Stock Dividends
	Introduction
	Tax Consequences to the Shareholders
	Tax Consequences to the Corporation
	The Preferred Stock Bailout: §306 Stock
	Examples
	Explanations
Part 4	Corporate Liquidation and Related Issues
Chapter 8	General Liquidation Rules
	Introduction
	Tax Consequences to Individual Shareholders: §331
	Tax Consequences to the Liquidating Corporation: §336
	Examples
	Explanations
Chapter 9	Liquidation of Subsidiaries
	Introduction
	Tax Consequences to the Parent Corporation: §332
	Tax Consequences to Minority Shareholders: §331
	Tax Consequences to the Liquidating Subsidiary: §337
	Examples
	Explanations
Part 5	Corporate Acquisitions, Divisions, and Other Corporate Restructuring
Subpart A	Taxable Acquisitions
Chapter 10	Taxable Mergers and Acquisitions
	Introduction
	Taxable Asset Acquisitions
	Taxable Stock Acquisitions
	Stock Acquisitions Treated as Asset Acquisitions: §338
	Special Problems Under §338: Affiliated Corporations and Consistency Rules
	Creative Acquisition Strategies
	Examples
	Explanations
Subpart B	Tax-Free Reorganizations
Chapter 11	Introduction to Basic Corporate Reorganization Principles
	Introduction
	Categories of Reorganization
	Overview and History: Doctrine Underlying Tax-Free Reorganizations
	Overview of Corporate Reorganization Tax Consequences
	Judicial Glosses on the Statute
	Step-Transaction Doctrine
	Meaning of "Party to a Reorganization" and "Plan of Reorganization"
Chapter 12	Acquisitive Reorganizations
	Introduction
	Acquisitive Stock Reorganizations: The Basic Type B Reorganization
	Acquisitive Asset Reorganizations: Basic Statutory Mergers and Consolidations
	Acquisitive Asset Reorganizations: The Basic Type C Reorganization
	Triangular Reorganizations
	Nondivisive Type D Reorganizations
	Acquisitive Reorganizations in Insolvency: The Type G Reorganization
	Overlaps in the Acquisitive Reorganization Definitions
	Proposals to Eliminate the Reorganization Definitions
	Carryover of Tax Attributes Following Tax-Free Acquisitive Reorganizations
	Examples
	Explanations
Chapter 13	Corporate Divisions
	Introduction
	Overview of §355 Requirements
	A Closer Look at the §355 Requirements
	Overlap of §368(a)(1)(D) and §355: Divisive Reorganizations
	Tax Consequences to Shareholders and Other Distributees
	Tax Consequences to the Corporation
	Examples
	Explanations
Chapter 14	Recapitalization and Other Corporate Restructuring
	Introduction
	Recapitalizations: The Type E Reorganization
	Mere Change in Identity, Form, or Place: Type F Reorganization
	Examples
	Explanations
	Table of Cases
	Table of Internal Revenue Code Sections
	Table of Treasury Regulations and Revenue Rulings
	Index




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