Principles of Corporate Taxation 2nd Edition by Douglas Kahn, Jeffrey Kahn, Terrence Perris ISBN 1634603362 9781634603362

Chapter One: Introduction

• Overview
• General Tax Treatment of C Corporations
• Nonrecognition
• What Organizations Constitute a Corporation?
• Diagraming Transactions

Chapter Two: Distributions to Shareholders: § 301 Distributions

• Introduction
• Amount Distributed
• Definition of “Dividend”
• Dividend–Received Deduction for Corporate Shareholders
• Treatment of Dividend to a Noncorporate Shareholder
• Earnings and Profits—In General
• Effect of Discharge of Indebtedness on E and P
• Effect of § 301 Distributions on E and P
• Distribution of Corporation’s Stock or Bonds
• Amendments to § 312 and Depreciation Deductions
• § 301 Distributions to 20 Percent Corporate Shareholder
• Distributions to Shareholders in Excess of Earnings and Profits
• Extraordinary Dividends to a Corporate Shareholder
• Basis of Property Distributed to Shareholders
• Distributing Corporation’s Recognition of Gain or Loss: General Utilities Doctrine
• Current Status of General Utilities
• Disguised and Constructive Dividends

Chapter Three: Distributions in Redemption of Stock

• Introduction
• Attribution of One Individual’s or Entity’s Stock Ownership to a Different Individual or Entity
• Tax Consequences of Stock Redemption
• Purchase or Dividend Treatment?—Standards Set at the Shareholder Level
• Partial Liquidations—Standards Set at the Corporate Level
• Gain or Loss Recognized by Distributing Corporation
• Distribution in Redemption of Stock That Was Included Within the Gross Estate of a Decedent for Federal Estate Tax Purposes
• Effect of Redemption of Stock on Corporation’s Earnings and Profits
• Extraordinary Dividend Resulting From Stock Redemption or Partial Liquidation
• Redemption of Stock of One Shareholder as a Dividend to Other Shareholders
• Constructive Redemption—The Sale of Corporate Stock Either to a Subsidiary Corporation or to a Sister Corporation

Chapter Four: Complete Liquidation of a Corporation

• Introduction
• A Liquidating Corporation’s Recognition of Gain or Loss
• Shareholder’s Treatment in an Ordinary Liquidation
• Reincorporations
• Liquidation of a Controlled Subsidiary Corporation

Chapter Five: Taxable Purchase and Sale of a Corporate Business

• Introduction
• Sale of Assets
• Sale of Stock
• Section 338 Election
• Section 338(h)(10) Election
• New T’s Basis in Its Assets
• Section 336(e) Election

Chapter Six: Distribution of Stock and Section 306 Stock

• Stock Dividends
  • Introduction
  • The Nature of Stock Dividends
  • Historical Background—Eisner v. Macomber
  • Section 305—In General
  • Stock Dividend Equivalents
  • Treatment of a Taxable Stock Dividend
  • Basis of Stock Received as a Tax–Free Dividend Under § 305(a)
• Preferred Stock Bailouts and Section 306 Stock
  • Introduction
  • Definition of “Section 306 Stock”
  • Disposition of Section 306 Stock
  • Exemption From § 306 Treatment

Chapter Seven: Organization of a Corporation

• Introduction
• Basic Rules Apart From § 351
• Basic Overview of § 351(a)
• Basis Limitation Rules
• § 351 Requirements—Business Purpose and Continuity of Interest
• § 351 Requirements—“Persons in Control Immediately After the Exchange”
• Contribution of Capital
• Receipt of “Boot,” Part I (In General)
• The Receipt of Boot, Part III (Corporate Obligations to Shareholder)
• Overriding § 351
• Non–Statutory Overrides—Assignment of Income

Chapter Eight: Corporate Divisions

• Introduction
• Types of Corporate Divisions
• Nonrecognition Treatment and the Potential for Tax Avoidance
• An Overview of §§ 355 and 356
• The “Device” Test
• The Five–Year Active Trade or Business Requirement
• Corporate Divisions Followed by Corporate Acquisitions
• Basis Calculation
• Taxation of the Distributing Corporation

Chapter Nine: Reorganizations

• Introduction
• General Tax Consequences of Mergers and Acquisitions That Qualify as Reorganizations
• Reorganizations—Extra–Statutory Requirements
• Overview of the Statutory Requirements of Reorganizations
• A Closer Look at Statutory Reorganizations
• Tax Treatment of Shareholders Who Receive Boot in Qualifying Reorganization

Chapter Ten: Acquisition or Retention of Tax Attributes

• Acquisition of Tax Attributes
  • Introduction
  • Liquidation of Subsidiary Corporations
  • Acquisitive Reorganizations
  • Triangular Reorganizations
  • Taxable Years and Carrybacks
• Statutory Limitations
  • Introduction
  • The § 382 Limitation—Overview
  • Objective of § 382 Limitation
• Non–Statutory Limitation on Survival of Tax Attributes
  • The De Facto Dissolution Doctrine

Chapter Eleven: S Corporations

• Small Businesses—Introduction
• Subchapter S—Introduction
• Application of Subchapter C to S Corporations
• Eligibility, In General
• Qualified Subchapter S Subsidiary (“QSSS” or “QSub”)
• Trusts as Shareholders
• One Class of Stock Requirement, In General
• Election
• Taxation of the S Corporation
• Earnings and Profits
• Pass–Through of Tax Items, In General
• Shareholder’s Basis—Adjustments
• Termination of S Election