Federal Corporate Taxation:

Name: Federal Corporate Taxation:
Price: 7.56 USD
Availability: InStock
ISBN: 9781609300524

ISBN-10: 1609300521

ISBN-13: 9781609300524

Edition: 2013

Authors: Howard E. Abrams, Richard L. Doernberg, Don A. Leatherman

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 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.

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



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 ï¿½ 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



ï¿½ 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 ï¿½ 305(a)



Exceptions to the General Rule Under ï¿½ 305(b)



Deemed Distributions Under ï¿½ 305(c)



Poison Pills



Tainted Stock



The Preferred Stock Bailout



Definition of ï¿½ 306 Stock



Disposition of ï¿½ 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 ï¿½ 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-ï¿½ 1366(d)



Loss Limitations-the At-Risk and Passive Loss Rules



Assignment of Income Concerns



Pre-contribution Appreciation and Related Problems



Family Ownership and ï¿½ 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