Authors: Cheryl D. Block
ISBN-13: 9780735588721, ISBN-10: 0735588724
Format: Paperback
Publisher: Wolters Kluwer Law & Business
Date Published: January 2010
Edition: 4th Edition
Block's (law, George Washington U.) textbook differs from others on corporate taxation in its inclusion of hypothetical questionsand their answers at the end of most of the chapters, as well as the addition of diagrams illustrating corporate transactions. Provisions of the Economic Growth and Tax Relief Reconciliation Act of 2001 and the Jobs and Growth Tax Relief Act of 2003 have been incorporated into the updated third edition. Annotation ©2004 Book News, Inc., Portland, OR
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 |