McDaniel, McMahon, Simmons' Federal Income Taxation of Corporations, 3d

Paul R. McDaniel, Martin J. McMahon, Jr., Daniel L. Simmons

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ISBN-13: 9781587788345

Last Updated: 5/23/2006

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The third edition explores both the technical and policy issues associated with taxation of pass-through entities. It is designed to be useful regardless of the individual instructor's teaching method, and is adaptable for use in either 2-, 3- or 4-credit hour course dealing with corporate taxation at either the J.D. or LL.M. level. Both the subdivisions within the chapters, and the llustrative Material following the principal cases, are arranged to suit an individual instructor's choice of method and scope of coverage. Within each section, the book moves from the straight-forward to the more complex rules associated with the topic.

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Summary Of Contents

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Preface
Acknowledgments
Table Of Internal Revenue Code Sections
Table Of Treasury Regulations
Table Of Cases And Rulings
Part I Taxation of Corporations and Shareholders
- Chapter
  1. Taxation of Corporate Income
    1. The Regular Corporate Income Tax
    2. Selected Tax Policy Issues
      1. The Incidence of the Corporation Income Tax
      2. Integration of the Corporation and Personal Income Taxes
  2. Identifying Taxable Corporate Entities
    1. What Is a "Corporation" Under the Income Tax?
    2. Regard and Disregard of the Corporate Entity
    3. Reallocation of Income
  3. Formation of the Corporation
    1. Receipt of Stock for Property
      1. Basic Principles
      2. "Property" and Midstream Transfers of Income Items
      3. "Solely for Stock"—The Receipt of Other Propert
    2. "Solely" for Stock: Assumption of Liabilities
      1. Basic Principles
      2. Liabilities in Excess of Basis
    3. The "Control" Requirement
    4. Receipt of Stock for Services
  4. The Capital Structure of the Corporation
    1. Debt Versus Equity
      1. Deductible Interest or Nondeductible Dividend Distribution: General Principles Governing Classification as Debt or Equity
      2. Deductions for Loss of Investment in a Corporation
    2. Bond Discount and Premium
      1. Original Issue Discount
      2. Bond Premium
  5. Dividend Distributions
    1. Introduction
    2. Dividend Distributions in General
    3. Distribution of a Dividend in Kind
    4. Disguised Dividends
    5. Intercorporate Dividends
  6. Stock Redemptions
    1. Introduction
    2. Substantially Disproportionate Redemptions
    3. Termination of a Shareholder’s Interest
    4. Distributions Not "Essentially Equivalent to a Dividend"
    5. Partial Liquidations
    6. Redemptions Through the Use of Related Corporations
    7. Stock Redemption Distributions to Pay Estate and Inheritance Taxes
  7. Stock Dividends
    1. Taxable Versus Nontaxable Stock Dividend
      1. Judicial Background
      2. The Statutory Structure
    2. The Preferred Stock Bailout
      1. The Source of the Problem
      2. Operation of Section 306
  8. Corporate Liquidations
    1. Introduction
    2. Treatment of the Corporation
    3. Treatment of Shareholders
    4. Liquidation of Subsidiary Corporations—Section 332
Part II Elective Passthrough Tax Treatment
- Chapter
  1. S Corporations
    1. Introduction
    2. Eligibility, Election and Termination
      1. Stockholder Rules
      2. Corporate Eligibility
      3. S Corporation Election Procedures
      4. Revocation or Termination of S Corporation Status
      5. Coordination With Subchapter C
    3. Effect of the Subchapter S Election by a Corporation With No C Corporation History
      1. Passthrough of Income and Loss
      2. Distributions
    4. Qualified Subchapter S Subsidiaries
    5. S Corporations That Have a C Corporation History
      1. Distributions From an S Corporation With Earnings and Profits Accumulated From Subchapter C Years
      2. Passive Investment Income of an S Corporation With Accumulated Earnings and Profits
      3. Built–In Gain Tax
      4. Policy Aspects of the Treatment of Subchapter S Corporations With a Subchapter C History
    6. Policy Aspects of Subchapter S
Part III Affiliated Corporations
- Chapter
  1. Affiliated Corporations
    1. Tax Reduction With Multiple Corporate Taxpayers
      1. Background
      2. Sections 1561–1563
      3. Reallocation of Income Under Section 482
    2. Consolidated Returns
Part IV Corporate Acquisition Techniques
- Chapter
  1. Taxable Acquisitions: the Purchase and Sale of a Corporate Business
    1. Assets Sales and Acquisitions MMMMMMMMMMMMMM
    2. Stock Sales and Acquisitions
  2. Distributions Made in Connection With the Sale of a Corporate Business: "Bootstrap" Acquisitions
    1. Bootstrap Transactions Involving Individuals: Capital Gain Versus Ordinary Income
    2. Bootstrap Transactions Involving Corporations
  3. Tax Free Acquisitive Reorganizations
    1. Early Judicial Background
    2. The Fundamental Rules Governing Reorganizations
      1. The Basic Statutory Scheme
      2. The Continuity of Shareholder Interest Requirement
      3. The Continuity of Business Enterprise Requirement
      4. Judicial Limitations
      5. Tax Results to the Parties to a Reorganization
    3. Stock for Stock Acquisitions: Type (B) Reorganizations
    4. Stock for Assets Acquisitions: Type (C) Reorganizations
    5. Triangular Reorganizations
    6. Acquisitive Type (D) Reorganizations
    7. Bankruptcy Reorganizations: Type G Reorganizations
Part V Nonacquisitive Reorganizations
- Chapter
  1. Single Corporation Reorganizations
    1. Statutory Structure
    2. Recapitalizations
    3. Changes in Identity, Form, or Place of Organization: Type (F) Reorganizations
  2. Corporate Divisions: Spin–Offs, Split–Offs, and Split–Ups
    1. Corporate Divisions: General Rules
    2. "Active Conduct of a Trade or Business," "Device," and Other Limitations
      1. Generally
      2. Active Conduct of a Trade or Business
      3. The "Device" Limitation
      4. The "Business Purpose" Requirement
    3. Distribution of "Control" and Continuity of Interest Requirements
    4. Consequences to Parties to a Corporate Division
    5. Divisive Distributions In Connection with Acquisitions
Part VI Corporate Attributes in Reorganizations and Other Transactions
- Chapter
  1. Carry Over and Limitation of Corporate Tax Attributes
    1. Carry Over of Tax Attributes
    2. Limitations on Net Operating Loss Carryovers Following a Change In Corporate Ownership
Part VII Special Rules to Prevent Avoidance of Shareholder Level Tax
- Chapter
  1. Penalty Taxes
    1. The Accumulated Earnings Tax
    2. The Personal Holding Company Tax
Index