Federal Income Taxation of Corporations,9781566627740

Federal Income Taxation of Corporations

by ; ;
Edition: 2nd
ISBN13: 9781566627740
ISBN10: 1566627745
Format: Hardcover
Pub. Date: 1999-05-01
Publisher(s): Foundation Pr
Availability: This title is currently not available.
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Table of Contents

Preface iii
Acknowledgements ix
Table of Internal Revenue Code Sections
xxv
Table of Treasury Regulations
xlix
Table of Cases and Rulings
lix
PART I Taxation of Corporations and Shareholders 1(360)
Taxation of Corporate Income
1(38)
The Regular Corporate Income Tax
1(5)
The Alternative Minimum Tax
6(4)
Selected Tax Policy Issues
10(29)
The Incidence of the Corporation Income Tax
10(7)
Integration of the Corporation and Personal Income Taxes
17(22)
Identifying Taxable Corporate Entities
39(35)
What Is a ``Corporation'' Under the Income Tax?
40(9)
Regard and Disregard of the Corporate Entity
49(18)
Reallocation of Income
67(7)
Formation of the Corporation
74(56)
Receipt of Stock for Property
74(15)
Basic Principles
74(6)
``Solely for Stock''---The Receipt of Other Property
80(9)
``Solely'' for Stock: Assumption of Liabilities
89(20)
The ``Control'' Requirement
109(11)
Receipt of Stock for Services
120(3)
``Property'' and Midstream Transfers of Income Items
123(7)
The Capital Structure of the Corporation
130(54)
Debt Versus Equity
130(38)
Deductible Interest or Nondeductible Dividend Distribution: General Principles Governing Classification as Debt or Equity
132(26)
Deductions for Loss of Investment in a Corporation
158(10)
Bond Discount and Premium
168(16)
Original Issue Discount
168(13)
Bond Premium
181(3)
Dividend Distributions
184(51)
Introduction
184(3)
Dividend Distributions in General
187(15)
Distribution of a Dividend in Kind
202(7)
Disguised Dividends
209(18)
Intercorporate Dividends
227(8)
Stock Redemptions
235(56)
Introduction
235(3)
Substantially Disproportionate Redemptions
238(5)
Termination of a Shareholder's Interest
243(6)
Distributions Not ``Essentially Equivalent to a Dividend''
249(11)
Partial Liquidations
260(12)
Redemptions Through the Use of Related Corporations
272(14)
Stock Redemption Distributions to Pay Death Tax
286(5)
Stock Dividends
291(40)
Taxable Versus Nontaxable Stock Dividend
291(24)
Judicial and Statutory Background
291(10)
The Current Statutory Structure
301(14)
The Preferred Stock Bailout
315(16)
The Source of the Problem
315(1)
Operation of Section 306
316(15)
Corporate Liquidations
331(30)
Introduction
331(2)
Treatment of the Corporation
333(5)
Treatment of Shareholders
338(7)
Liquidation of Subsidiary Corporations---Section 332
345(16)
PART II Elective Passthrough Tax Treatment 361(70)
S Corporations
361(70)
Introduction
361(4)
Eligibility, Election and Termination
365(19)
Stockholder Rules
365(6)
Corporate Eligibility
371(7)
S Corporation Election Procedures
378(3)
Revocation or Termination of S Corporation Status
381(2)
Coordination With Subchapter C
383(1)
Effect of the Subchapter S Election by a Corporation With No C Corporation History
384(29)
Passthrough of Income and Loss
384(25)
Distributions
409(4)
S Corporations That Have a C Corporation History
413(15)
Distributions From an S Corporation With Earnings and Profits Accumulated From Subchapter C Years
413(4)
Passive Investment Income of an S Corporation With Accumu-lated Earnings and Profits
417(3)
Built--In Gain Tax
420(7)
Policy Aspects of the Treatment of Subchapter S Corporations With a Subchapter C History
427(1)
Policy Aspects of Subchapter S
428(3)
PART III Affiliated Corporation 431(34)
Affiliated Corporations
431(34)
Tax Reduction With Multiple Corporate Taxpayers
432(7)
Background
432(1)
Sections 1561--1563
433(4)
Reallocation of Income Under Section 482
437(2)
Consolidated Returns
439(26)
PART IV Corporate Acquisition Techniques 465(176)
Taxable Acquisitions: The Purchase and Sale of a Corporate Business
465(27)
Assets Acquisitions
467(8)
Stock Acquisitions
475(14)
Medium of Payment: Special Problems of Subordinated Convertible Debentures
489(3)
Distributions Made in Connection With the Sale of a Corporate Business: ``Bootstrap'' Acquisitions
492(23)
Bootstrap Transactions Involving Individuals: Capital Gain Versus Ordinary Income
493(14)
Bootstrap Transactions Involving Corporations
507(8)
Tax Free Acquisitive Reorganizations
515(126)
Early Judicial Background
515(3)
The Fundamental Rules Governing Reorganizations
518(65)
The Basic Statutory Scheme
518(8)
The Continuity of Interest Requirement
526(14)
The Continuity of Business Enterprise Requirement
540(4)
Judicial Limitations
544(20)
Tax Results to the Parties to a Reorganization
564(19)
Stock for Stock Acquisitions: Type (B) Reorganizations
583(24)
Stock for Assets Acquisitions: Type (C) Reorganizations
607(10)
Triangular Reorganizations
617(9)
Bankruptcy Reorganizations: Type (G) Reorganizations
626(9)
Tax Policy: Acquisition Transactions
635(6)
PART V Nonacquisitive Reorganizations 641(88)
Single Corporation Reorganizations
641(33)
Statutory Structure
641(2)
Recapitalizations
643(13)
Changes in Identity, Form, or Place of Organization: Type (F) Reorganizations
656(8)
Nondivisive Type (D) Reorganizations
664(10)
Corporate Divisions: Spin--Offs, Split--Offs, and Split--Ups
674(55)
Corporate Divisions: General Rules
674(11)
``Active Conduct of a Trade or Business,'' ``Device,'' and Other Limitations
685(24)
The ``Device'' Limitation
690(5)
Active Conduct of a Trade or Business
695(11)
The ``Business Purpose'' Requirement
706(3)
Distribution of ``Control'' and Continuity of Interest Requirements
709(9)
Divisive Distributions In Connection with Acquisitions
718(11)
PART VI Corporate Attributes in Reorganizations and Other Transactions 729(50)
Carry Over and Limitation of Corporate Tax Attributes
729(50)
Carry Over of Tax Attributes
729(7)
Limitations on Net Operating Loss Carryovers Following a Change In Corporate Ownership
736(43)
PART VII Special Rules to Prevent Avoidance of Shareholder Lever Tax 779(28)
Penalty Taxes
779(28)
The Accumulated Earnings Tax
780(10)
The Personal Holding Company Tax
790(5)
Collapsible Corporations
795(12)
Index 807

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