Prerequisite: Federal Income Tax (LAW 254J, 354J, 454J, or 554J).
This course focuses on the taxation of corporations and their shareholders. The course will assume principles learned in the basic federal income tax course: basis, calculation of gain and loss, character of gains and losses, and treatment of nonrecognition transactions. A theme of the course is the relationship between the form of a transaction and its underlying "substance." Specific topics include the tax consequences of the formation of a corporation, corporate capital structures, distributions to shareholders, redemptions of stock, liquidations of corporations. Corporate tax is often taught as a three credit course. The 4 hour course allows us to look more closely at various deals, mergers and acquisitions, and some of the great battles of corporate tax shelter wars.
If you must chose between partnership tax and corporate tax, it is reasonable to chose according to where you will practice. Large corporations, traded on a public stock market, generally must be corporations subject to corporate tax, covered by this course, but smaller business should generally avoid the corporate tax and be subject to the rules of partnership tax. Large corporations tend to be represented by large corporate law firms in our financial capitals. Both corporate and partnership tax, however, help even a nontax lawyer understand the business world, because all business transactions are shaped by tax issues.
The course is based on a combination of the problem method, in which students try to come up with trial answers before class and an in-class discussion of cases and IRS rulings. The grade is based primarily on a final in-class examination, but 20 percent depends upon preparation of problems throughout the course.
Textbooks ( * denotes required )
Taxation of Business Enterprise
*
Peroni & Bank
West
,
edition: 4th
ISBN: 9780314194879
Bank and Stark's Selected Sections Corporate and Partnership Income Tax Code and Regulations
*
Bank & Stark
Foundation
,
edition: 2014-2015
ISBN: 9781609303648
Johnson, Calvin H 