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Federal Corporate Taxation:

ISBN-10: 1609300521
ISBN-13: 9781609300524
Edition: 2013
List price: $43.00
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Description: The seventh edition of this popular student supplement retains the cradle-to-grave ordering of prior editions and is updated to reflect recent changes in the law. It features an expanded discussion of S corporations and consolidated groups, use of  More...

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Book details

List price: $43.00
Copyright year: 2013
Publisher: West Group
Binding: Paperback
Pages: 464
Size: 6.25" wide x 9.00" long x 0.75" tall
Weight: 1.298
Language: English

The seventh edition of this popular student supplement retains the cradle-to-grave ordering of prior editions and is updated to reflect recent changes in the law. It features an expanded discussion of S corporations and consolidated groups, use of disregarded entities, liberalization of shareholder debt rules, and basis recovery in redemptions and reorganizations. Full of examples with explanations of both how and why the system works as it does, this book can be used alongside any standard casebook. It may also be used as a primary text for those who emphasize the problem method and have developed their own problem set.

Preface
The Corporate Double Tax
Introduction and History
Revenue Effects
The Incidence of the Corporate Tax
Integrating the Corporate and Individual Income Taxes
Forming a Corporation
Introduction
An Overview of � 351
Qualification
Tax Consequences
Qualification
Property Requirement
"Stock" Requirement
Transferor Group and Control
Tax Consequences-Shareholders
Recognized Gain or Loss
Assumption of Liabilities
Basis and Holding Period
Multiple Asset Transfers
� 358(h)-An Anti-Abuse Rule
Tax Consequences-The Corporate Transferee
In General
Section 362(e)-Limiting Duplicate Loss
Section 362(d)-Limiting "Free" Loss Creation
Parent Stock Paid to a Subsidiary Employee
A Note on Installment Sales
The Relationship of Section 351 to Other Provisions and Legal Doctrines
Section 351 vs. Sale
Assignment of Income
Business Purpose
Tax Benefit Rule
The Corporation as a Taxable Entity
Corporate Tax Rates and Base
Associations Taxable as Corporations
Ignoring the Corporation: Dummy Corporations
Ignoring the Corporation: Reallocation of Income and Related Issues
The Passive Loss Limitations
A Corporation's Capital Structure
Cash and Property Distributions
Introduction
Earnings and Profits
Relief from Dividends
Treatment of the Distributing Corporation
Effect of Property Distributions on Earnings and Profits
Treatment of Shareholders-Property Distributions
Constructive Dividends
Dividends and Corporate Shareholders
"Fast Pay" or "Stepped-Down Preferred" Stock
Redemptions
Introduction
Redemptions Taxed as Exchanges
Complete Terminations
Substantially Disproportionate Redemptions
The Attribution Rules
Redemptions Not Essentially Equivalent to a Dividend
Partial Liquidations
Redemptions to Pay Death Taxes
Redemptions Taxed as Distributions
Corporate-Level Taxation of Redemptions
Redemptions Related to Other Transactions
Redemptions for More or Less Than Fair Market Value
Redemption Premiums
Stock Surrenders
Redemptions Through Related Corporations
Stock Dividends
Overview and History
The General Rule of � 305(a)
Exceptions to the General Rule Under � 305(b)
Deemed Distributions Under � 305(c)
Poison Pills
Tainted Stock
The Preferred Stock Bailout
Definition of � 306 Stock
Disposition of � 306 Stock
Liquidations
Introduction
Section 331 Liquidations
Treatment of the Shareholders
Treatment of the Liquidating Corporation
The Corp orate Triple Tax
Subsidiary Liquidations
Shareholder Treatment
Treatment of the Subsidiary
Carryover of Tax Attributes
Taxable Acquisitions
Asset Purchases
Stock Purchases
Section 338 Elections
Overview
Qualified Stock Purchases
Election
Consequences to the Target
Consequences to the Purchasing Corporation and Target Shareholders
Consistency Requirements and Deemed Elections
Qualified Stock Purchases and the Step-Transaction Doctrine
Expenses in Connection with an Acquisition
Corporate Acquisitions and the Use of Debt
Stock Acquisitions out of Retained Earnings
Debt Financed Stock Acquisitions and Leveraged Buyouts
Risks of Excessive Corporate Debt
Reorganizations
Introduction
Amalgamating Reorganizations: Definitions
Judicial Requirements
Statutory Requirements
Amalgamating Reorganizations: Taxation
Corporate-Level Taxation
Shareholder-Level Taxation
A Note on "Securities"
Divisive Reorganizations
Basic Requirements
Taxation of Successful and Failed Divisions
Divisive Reorganizations and Transfers of Control
Alternatives to � 355
One-Party Reorganizations
Combining Tax Attributes
Introduction
Section 381
Section 382
Ownership Changes
Options
Continuity of Business
Corporate Value
Special Rule for Bankrupt Corporations
Built-in Gain and Built-in Losses
Section 383
Section 384
Section 269
Consolidated Groups
Eligibility for Filing
Election to File a Consolidated Return and Other Accounting Considerations
Computing Consolidated Taxable Income: In General
Computing Consolidated Taxable Income: Intercompany Transactions
Computing Consolidated Taxable Income: Intercompany Distributions
Investment Basis Adjustments and Excess Loss Accounts
Subsidiary Stock Loss
Limitations on Consolidated Reporting
Penalty Provisions
Introduction
Accumulated Earnings Tax: Overview
Accumulated Earnings Tax: Unreasonable Accumulations
Accumulated Earnings Tax: Matching Earnings and Reasonable Needs
Accumulated Earnings Tax: Burden of Proof
Accumulated Earnings Tax: Computation of the Accumulated Earnings Tax
Personal Holding Company Tax: Overview
Personal Holding Company Tax: Stock Ownership Test
Personal Holding Company Tax: Income Test
Adjusted Ordinary Gross Income
Personal Holding Company Income
Personal Holding Company Tax: Computation
S Corporations-An Overview
Introduction
Qualification and Election
Small Business Corporation
Election
Revocation and Termination
Formation
Pass-Thru of Corporate Income and Deduction
Non-liquidating Distributions
Dispositions of Shares and Liquidating Distributions
Dispositions of Stock Not in Redemption
Redemptions of Stock
Liquidating Distributions
Acquisitive and Divisive Reorganizations
S Corporations-Selected Topics
One Class of Stock
Shareholder Agreements
Qualified Subchapter S Subsidiaries
Election
Effect of the Election
Revocation and Termination
Avoiding Risk
Loss Limitations-� 1366(d)
Loss Limitations-the At-Risk and Passive Loss Rules
Assignment of Income Concerns
Pre-contribution Appreciation and Related Problems
Family Ownership and � 1366(e)
Section 338(h)(10)
Employment Taxes
S Corporations-Transition Issues
From C Corporation to S Corporation
Shareholder Taxation of Distributions
Corporate-Level Tax on Built-In Gains
Recapture of LIFO Benefits
Disabilities Associated with Passive Investment Income
No Carryover from C Year to S Year
From S Corporation to C Corporation
Table of Cases
Index

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