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McDaniel, McMahon, and Simmons' Federal Income Taxation of Business Organizations, 4th

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

ISBN-13: 9781587785757

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Series: University Casebook Series

Brand: Foundation Press

Pages: 1413

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Description

This edition is specifically designed for a course focusing on comparison of partnerships, C corporations, and S corporations, while presenting selected in-depth coverage of advanced issues. Adaptable for use in a variety of or sequence of courses dealing with taxation of business organizations at either the J.D. or LL.M. level, it can be used to teach partnership taxation, basic corporate taxation, or corporate reorganizations. Arrangement of both the subdivisions within the chapters and the detailed illustrative material following the principal cases facilitates assignment of selected portions of the material to suit the instructor's choice of method and scope of coverage.

Features

Summary Of Contents

Preface
Acknowledgments
Table Of Internal Revenue Code Sections
Table Of Treasury Regulations
Table Of Cases And Rulings
Part I Taxation of Partners and Partnerships
- Chapter
  1. Introduction to Partnership Taxation
    1. Introduction to Subchapter K
    2. Definition of a Partnership
      1. Partnership Versus Other Business Arrangement
      2. Partnership Versus Corporation
    3. Anti–Abuse Regulations
  2. Formation of the Partnership
    1. Contributions of Money or Property
    2. Contributions of Encumbered Property
    3. Contribution of Property Versus Contribution of Services
      1. Treatment of the Partner Receiving a Partnership Interest in Exchange for Services
      2. Treatment of the Partnership Issuing a Partnership Interest in Exchange for Services
  3. Taxation of Partnership Taxable Income to the Partners
    1. Pass–Thru of Partnership Income and Loss
    2. Limitation on Partners’ Deductions of Partnership Losses
  4. Determining Partners’ Distributive Shares
    1. Historical Background
    2. The Section 704(b) Regulations
      1. Allocations of Items Unrelated to Nonrecourse Debt
      2. Allocations Attributable to Nonrecourse Debt
    3. Allocations With Respect to Contributed Property
    4. Allocations Relating to Noncompensatory Partnership Options
    5. Allocations Where Interests Vary During the Year
    6. Family Partnerships
  5. Allocation of Partnership Liabilities
    1. Allocation of Recourse Liabilities
    2. Allocation of Nonrecourse Debt
  6. Transactions Between Partners and the Partnership
    1. Transactions Involving Services, Rents, and Loans
    2. Sales of Property
  7. Special Limitations on Loss Deductions at the Partner Level
    1. Tax Shelter Losses
    2. The At Risk Rules of Section 465
    3. The Passive Activity Loss Rules of Section 469
  8. Sales of Partnership Interests by Partners
    1. The Seller’s Side of the Transaction
      1. General Principles
      2. Capital Gain Versus Ordinary Income: Section 751
    2. The Purchaser’s Side of the Transaction: Basis Aspects
  9. Partnership Distributions
    1. Current Distributions
      1. Cash Distributions and Reduction of Liabilities
      2. Property Distributions
      3. Distributions by Partnerships Holding Unrealized Receivables or Substantially Appreciated Inventory
    2. Distributions in Liquidation of a Partner’s Interest
      1. Section 736(b) Payments: Distributions
      2. Section 736(a) Payments
    3. Basis Adjustments to Remaining Partnership Assets
    4. Sale of Interest to Other Partners Versus Distribution
    5. Complete Liquidation of the Partnership
    6. "Mixing Bowl" Transactions
    7. Partnership Mergers and Divisions
    8. Special Problems of the Liquidation of a Partnership Interest Following the Death of a Partner
Part II 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 Property
    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
  8. Corporate Liquidations
    1. Introduction
    2. Treatment of the Corporation
    3. Treatment of Shareholders
    4. Liquidation of Subsidiary Corporations—Section 332
Part III 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 IV 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 V Corporate Acquisition Techniques
- Chapter
  1. Taxable Acquisitions: the Purchase and Sale of a Corporate Business
    1. Assets Sales and Acquisitions
    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 VI 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 VII 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 VIII 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