Corporate Taxation: Examples and Explanations Book

Table of Contents Preface Acknowledgments Special Notice Part One: Some Preliminary Matters Chapter 1: Introduction The Corporate Income Tax-A Double Tax Regime Computation and Rate Structure for the Tax on Corporate Income Capital Gains v. Ordinary Income Rates: The Influence on Subchapter C 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 Investments in the Corporate Enterprise Conclusion Part Two: Corporate Formation Chapter 4: Incorporation and Other Contributions to Capital Introduction Shareholder Nonrecognition: § 351 Eligibility 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 Three: 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 Corporation: § 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 Four: 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 Five: 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 Judicial Glosses on the Statute Step Transaction Doctrine Overview of Corporate Reorganization Tax Consequences Meaning of 'Party to a Reorganization' and 'Plan of Reorganization' Reorganization Basis Rules 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 Acquisitive Reorganization Definitions Proposals to Eliminate the Reorganization Definitions Carryover of Tax Attributes Following Tax-Free Acquisitive Reorganizations Examples Explanations