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