Federal corporate taxation

목차 (Table of Contents)

• CONTENTS
• PREFACE = III
• Chapter 1. The Corporate Double Tax = 1
• 1.01 Introduction and History = 1
• 1.02 Revenue Effects = 3
• 1.03 The Incidence of the Corporate Tax = 3
• 1.04 Integrating the Corporate and Individual Income Taxes = 6
• 1.05 A Note on Choice of Entity = 17
• Chapter 2. Forming a Corporation = 19
• 2.01 Introduction = 19
• 2.02 An Overview of §351 = 20
• (a) Qualification = 20
• (b) Tax Consequences = 22
• 2.03 Qualification = 25
• (a) Property Requirement = 25
• (b) "Stock" Requirement = 28
• (c) Transferor Group and Control = 30
• 2.04 Tax Consequences—Shareholders = 37
• (a) Recognized Gain or Loss = 37
• (b) Assumption of Liabilities = 40
• (c) Basis and Holding Period = 47
• (d) Multiple Asset Transfers = 50
• (e) §358(h) an Anti-Abuse Rule = 53
• 2.05 Tax Consequences the Corporate Transferee = 54
• (a) In General = 54
• (b) Section 362(e) Limiting Duplicate Loss = 56
• (c) Section 362(d) Limiting "Free" Loss Creation = 58
• (d) Parent Stock Paid to a Subsidiary Employee = 59
• (e) A Note on Installment Sales = 60
• 2.06 The Relationship of Section 351 to Other Provisions and Legal Doctrines = 60
• (a) Section 351 vs. Sale = 61
• (b) Assignment of Income = 63
• (c) Business Purpose = 64
• (d) Tax Benefit Rule = 65
• Chapter 3. The Corporation as a Taxable Entity = 67
• 3.01 Corporate Tax Rates and Base = 67
• 3.02 Associations Taxable as Corporations = 70
• 3.03 Ignoring the Corporation : Dummy Corporations = 73
• 3.04 Ignoring the Corporation : Reallocation of Income and Related Issues = 76
• 3.05 The Passive Loss Limitations = 84
• 3.06 A Corporation's Capital Structure = 85
• Chapter 4. Cash and Property Distributions = 97
• 4.01 Introduction = 97
• 4.02 Earnings and Profits = 100
• 4.03 Relief from Dividends = 107
• 4.04 Treatment of the Distributing Corporation = 112
• 4.05 Effect of Property Distributions on Earnings and Profits = 119
• 4.06 Treatment of Shareholders Property Distributions = 121
• 4.07 Constructive Dividends = 122
• 4.08 Dividends and Corporate Shareholders = 129
• 4.09 "Fast Pay" or "Stepped-Down Preferred" Stock = 131
• Chapter 5. Redemptions = 135
• 5.01 Introduction = 135
• 5.02 Redemptions Taxed as Exchanges = 138
• (a) Complete Terminations = 138
• (b) Substantially Disproportionate Redemptions = 144
• (c) The Attribution Rules = 145
• (d) Redemptions Not Essentially Equivalent to a Dividend = 147
• (e) Partial Liquidations = 150
• (f) Redemptions to Pay Death Taxes = 153
• 5.03 Redemptions Taxed as Distributions = 154
• 5.04 Corporate-Level Taxation of Redemptions = 157
• 5.05 Redemptions Related to Other Transactions = 160
• 5.06 Redemptions for More or Less than Fair Market Value = 166
• (a) Redemption Premiums = 166
• (b) Stock Surrenders = 168
• 5.07 Redemptions Through Related Corporations = 173
• Chapter 6. Stock Dividends = 181
• 6.01 Overview and History = 181
• 6.02 The General Rule of §305(a) = 183
• 6.03 Exceptions to the General Rule Under §305(b) = 184
• 6.04 Deemed Distributions Under §305(c) = 190
• 6.05 Poison Pills = 192
• Chapter 7. Tainted Stock = 195
• 7.01 The Preferred Stock Bailout = 195
• 7.02 Definition of §306 Stock = 196
• 7.03 Disposition of §306 Stock = 199
• Chapter 8. Liquidations = 205
• 8.01 Introduction = 205
• 8.02 Section 331 Liquidations = 207
• (a) Treatment of the Shareholders = 207
• (b) Treatment of the Liquidating Corporation = 209
• (c) The Corporate Triple Tax = 218
• 8.03 Subsidiary Liquidations = 220
• (a) Shareholder Treatment = 220
• (b) Treatment of the Subsidiary = 223
• (c) Carryover of Tax Attributes = 225
• Chapter 9. Taxable Acquisitions = 227
• 9.01 Asset Purchases = 229
• 9.02 Stock Purchases = 232
• 9.03 Section 338 Elections = 233
• (a) Introduction = 233
• (b) Background = 234
• (c) Qualification = 236
• (d) Overview = 236
• (e) Election = 238
• (f) Consequences to the Target = 239
• (g) Consequences to the Purchasing Corporation and Target Shareholders = 243
• (h) Consistency Requirements and Deemed Elections = 246
• (i) Qualified Stock Purchases and the Step-Transaction Doctrine = 247
• 9.04 Section 336(e) Elections = 249
• (a) Introduction = 249
• (b) Election = 251
• (c) Operation = 251
• (d) Allocation of the ADADP and AGUB = 252
• (e) Consistency Rule = 252
• 9.05 Expenses in Connection with an Acquisition = 253
• 9.06 Corporate Acquisitions and the Use of Debt = 253
• (a) Stock Acquisitions out of Retained Earnings = 254
• (b) Debt Financed Stock Acquisitions and Leveraged Buyouts = 254
• (c) Risks of Excessive Corporate Debt = 257
• Chapter 10. Reorganizations = 261
• 10.01 Introduction = 261
• 10.02 Amalgamating Reorganizations : Definitions = 263
• (a) Judicial Requirements = 263
• (b) Statutory Requirements = 274
• 10.03 Amalgamating Reorganizations : Taxation = 306
• (a) Corporate-Level Taxation = 306
• (b) Shareholder-Level Taxation = 311
• (c) A Note on "Securities" = 318
• 10.04 Divisive Reorganizations = 322
• (a) Basic Requirements = 322
• (b) Taxation of Successful and Failed Divisions = 333
• (c) Divisive Reorganizations and Transfers of Control = 334
• (d) Alternatives to §355 = 341
• 10.05 One-Party Reorganizations = 342
• Chapter 11. Combining Tax Attributes = 351
• 11.01 Introduction = 351
• 11.02 Section 381 = 352
• 11.03 Section 382 = 353
• (a) Ownership Changes = 355
• (b) Options = 357
• (c) Continuity of Business = 357
• (d) Corporate Value = 357
• (e) Special Rule for Bankrupt Corporations = 358
• (f) Built-In Gain and Built-In Losses = 359
• 11.04 Section 383 = 360
• 11.05 Section 384 = 361
• 11.06 Section 269 = 362
• 11.07 Consolidated Groups = 363
• (a) Eligibility for Filing = 364
• (b) Election to File a Consolidated Return and Other Accounting Considerations = 365
• (c) Computing Consolidated Taxable Income = 369
• (d) Investment Basis Adjustments and Excess Loss Accounts = 370
• (e) Subsidiary Stock Loss = 371
• (f) Limitations on Consolidated Reporting = 373
• Chapter 12. Penalty Provisions = 377
• 12.01 Introduction = 377
• 12.02 Accumulated Earnings Tax : Overview = 379
• 12.03 Accumulated Earnings Tax : Unreasonable Accumulations = 379
• 12.04 Accumulated Earnings Tax : Matching Earnings and Reasonable Needs = 382
• 12.05 Accumulated Earnings Tax : Burden of Proof = 383
• 12.06 Accumulated Earnings Tax : Computation of the Accumulated Earnings Tax = 383
• 12.07 Personal Holding Company Tax : Overview = 384
• 12.08 Personal Holding Company Tax : Stock Ownership Test = 385
• 12.09 Personal Holding Company Tax : Income Test = 386
• (a) Adjusted Ordinary Gross Income = 386
• (b) Personal Holding Company Income = 387
• 12.10 Personal Holding Company Tax : Computation = 389
• Chapter 13. S Corporations—an Overview = 391
• 13.01 Introduction = 391
• 13.02 Qualification and Election = 392
• (a) Small Business Corporation = 392
• (b) Election = 394
• (c) Revocation and Termination = 394
• 13.03 Formation = 395
• 13.04 Pass-Thru of Corporate Income and Deduction = 397
• 13.05 Non-Liquidating Distributions = 400
• 13.06 Dispositions of Shares and Liquidating Distributions = 404
• (a) Dispositions of Stock Not in Redemption = 404
• (b) Redemptions of Stock = 407
• (c) Liquidating Distributions = 408
• (d) Acquisitive and Divisive Reorganizations = 409
• Chapter 14. S Corporations—Selected Topics = 411
• 14.01 One Class of Stock = 411
• (a) Shareholder Agreements = 412
• (b) Corporate Debt as a Second Class of Stock = 413
• 14.02 Qualified Subchapter S Subsidiaries = 415
• (a) Election = 416
• (b) Effect of the Election = 416
• (c) Revocation and Termination = 418
• (d) Avoiding Risk = 420
• 14.03 Loss Limitations—§1366(d) = 420
• 14.04 Loss Limitations—the At-Risk and Passive Loss Rules = 425
• 14.05 Assignment of Income Concerns = 427
• (a) Pre-Contribution Appreciation and Related Problems = 427
• (b) Family Ownership and §1366(e) = 428
• 14.06 Section 338(h)(10) and §336(e) = 429
• 14.07 Employment Taxes = 431
• Chapter 15. S Corporations — Transition Issues = 433
• 15.01 From C Corporation to S Corporation = 433
• (a) Shareholder Taxation of Distributions = 433
• (b) Corporate-Level Tax on Built-In Gains = 437
• (c) Recapture of LIFO Benefits = 439
• (d) Disabilities Associated with Passive Investment Income = 439
• (e) No Carryover from C Year to S Year = 442
• 15.02 From S Corporation to C Corporation = 443
• TABLE OF CASES = 447
• INDEX = 451