Peroni, Coven and Bank's Cases and Materials on Taxation of Business Enterprises, 3d

By Robert J Peroni, Steven A. Bank, Glenn Coven, Jr.

ISBN-13: 9780314159908

Availability: In Stock

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Series: American Casebook Series

Brand: West Law School

Pages: 1335

Components: 1 Print

Shelf Space: 2 in.

Free Update Period: 90 days

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Description

The new edition of this casebook retains the basic organization and approach of previous editions, but is thoroughly revised to reflect the 15% tax rate on dividends and capital gains. Materials are updated to reflect all important recent developments, including the 2004 JOBS Act changes, new Section 362(e), revisions to the corporate reorganization and division regulations, the Littriello case involving the check-the-box entity classification regulations, the Hurst case involving Section 302(b)(3), and various other new regulations, cases, and rulings. The authors have also completely revised and modernized chapters on incorporation transfers and corporate reorganizations and divisions.

Features

Characterizes transactions between partners and the partnership
Covers dividend distributions, stock redemption, and stock dividends
Covers general tax aspects in the organization of a corporation
Defines formation, operation, and limitations of partnerships
Examines corporate and acquisitive reorganizations
Explores liquidating distributions, partnership terminations, and partner death
Looks at carryover and carryback tax attributes

Summary Of Contents

Preface
Table Of Cases
Table Of Internal Code Sections
Table Of Treasury Regulations
Table Of Temporary Treasury Regulations
Table Of Proposed Treasury Regulations
Table Of Revenue Rulings
Table Of Revenue Procedures
Table Of IRS Notices
Table Of Letter Rulings
Chapter
1. Introduction
  1. Overview and History of the Corporate Income Tax
  2. Computation of C Corporation’s Taxable Income
  3. Corporate and Shareholder Tax Rates
  4. Alternative Minimum Tax
  5. Consolidated Returns
  6. Introduction to Choice of Entity Considerations
  7. Policy Issues in Taxation of Corporations and Shareholders
  8. What is a Corporation?
  9. Identifying the Proper Taxpayer
  10. A Roadmap for the Trip Ahead
2. Corporate Formation
  1. Overview
  2. Requirements of Section 351(A)
  3. Transactions Denied Nonrecognition Under Section 351
  4. Boot in Section 351 Transactions
  5. Basis Adjustments and Related Consequences of a Section 351 Incorporation
  6. Assumption of Liabilities by the Corporation
  7. Tax Problems Upon Incorporation of an Existing Business
  8. Tax Treatment of Contributions to Capital
  9. Tax Treatment of Corporation’s Organizational Expenditures
3. Planning the Corporate Capital Structure
  1. Introduction
  2. Basic Components of Capital Structure
  3. Classification Issues: Stock v. Debt
  4. Tax Treatment of a Corporation’s Investors
  5. Policy Considerations
4. Dividend Distributions
  1. Introduction
  2. The Statutory Pattern for Taxing Distributions
  3. The Taxation of Dividends
  4. Earnings and Profits
  5. Qualified Dividends and the 15 Percent Solution
  6. Distributions of Property
  7. Disguised and Constructive Dividends
  8. Corporate Shareholders
5. Redemptions of Stock
  1. Introduction
  2. Interest–Reducing Redemptions
  3. Redemptions to Pay Death Taxes
  4. Effect of Redemptions on the Distributing Company
  5. Redemptions Through Related Corporations
  6. Redemptions as an Acquisitive Technique
  7. Partial Liquidations
6. Stock Dividends
  1. Introduction
  2. History of Taxation of Stock Dividends
  3. Nontaxable Stock Dividends
  4. Taxable Stock Dividends
  5. Impact of Stock Dividend on Distributing Corporation
  6. Section 306 Stock
  7. Summary of Distributions by Continuing Corporations
7. The Corporation as a Tax Avoidance Device
  1. Introduction
  2. Personal Holding Company Provisions
  3. Unreasonable Accumulations of Earnings
8. Sales and Liquidations of Corporations
  1. Introduction
  2. Simple Corporate Liquidations
  3. Taxable Corporate Acquisitions
9. Introduction to Corporate Reorganizations
  1. Historical Background
  2. Types of Reorganizations
  3. Tax Treatment of Reorganization Exchanges
  4. Judicially Developed Prerequisites to Reorganization Qualification
10. Acquisitive Reorganizations
  1. Overview
  2. Meeting the Requirements of the Basic Acquisitive Reorganization Definitions
  3. Triangular Reorganizations
  4. Multi–Step Acquisitions
  5. Acquisitions Partly Tax-Free and Partly Taxable
  6. Treatment of Boot Paid Incident to Reorganization
  7. Proposals for Reform of the Taxation of Acquisitions
11. Single Corporation Reorganizations
  1. Introduction
  2. The "E" Reorganization
  3. The "F" Reorganization
  4. Nondivisive "D" Reorganization
  5. Liquidation–Reincorporation Transactions
12. Corporate Divisions
  1. Introduction to Tax–Free Divisions Under Section 355
  2. Requirements to Prevent Bail–Out of Corporate Earnings
  3. Divisions Incident to "D" Reorganizations
  4. Effects on Distributees and Distributing Corporations
  5. Combining a Corporate Division With an Acquisition
  6. Consequences of Failure of Corporate Division to Qualify Under Section 355
  7. Distribution of Rights
  8. Carryover of Corporate Attributes
13. Carryover and Carryback of Tax Attributes
  1. Overview
  2. Introduction to Section 381
  3. Earnings and Profits
  4. Net Operating Loss Carryovers
  5. Net Operating Loss Carrybacks
14. Multiple Corporations
  1. Introduction
  2. Restrictions on Multiple Allowances
  3. Reallocation of Income
  4. Consolidated Returns
15. S Corporations and Their Shareholders
  1. Introduction to Conduit Taxation
  2. Creation of an S Corporation
  3. Eligibility to Elect/Maintain Election
  4. Reporting of Net Income From Operations
  5. Distributions
  6. Dispositions of Stock
  7. Complications to Corporation From Midstream Elections
  8. Termination of the S Election
16. Introduction And Definition Of Partnerships
  1. Introduction
  2. Defining a Partnership for Tax Purposes: Business Enterprise Classification
  3. Anti–Abuse Rules: IRS Disregard of the Partnership Form
  4. Choice of Entity Considerations
17. Partnership Formation
  1. Introduction
  2. Contributions of Capital
  3. Effect of Partnership Debt on Partners’ Basis
  4. Contribution of Services
  5. Organization and Syndication Expenses
18. Operation of the Partnership
  1. Reporting and Taxing Partnership Income
  2. Partnership Allocations
  3. Family Partnerships
  4. Simplified Flow–Through Regime for Electing Large Partnerships
19. Partner’s Basis And Other Limitations On Allocated Losses
  1. Introduction
  2. Initial Basis
  3. Adjustments to Basis
  4. Timing and Priorities
  5. Limitations on the Deduction of Losses
20. Characterizing Transactions Between Partners and the Partnership
  1. Introduction
  2. Payments for Services and the Use of Property
  3. Distinguishing Between Sales and Current Distributions
  4. Limitations on Certain Sales
21. Sale of a Partnership Interest
  1. Introduction
  2. Treatment of the Seller—In General
  3. Sales Subject to Section 751
  4. Other Entity versus Aggregate Issues
  5. Treatment of the Purchasing Partner
  6. The Sale of an Interest: A Comprehensive Illustration
22. Current Distributions to Partners
  1. Introduction
  2. Partner Level Consequences
  3. Partnership Level Consequences
  4. Treatment of Precontribution Gain or Loss on Certain In–Kind Partnership Distributions: So-Called "Mixing Bowl" Transactions
  5. Distributions of Marketable Securities (Section 731(c))
  6. Distributions That Alter a Partner’s Interest in Ordinary Income Property
23. Liquidating Distributions
  1. Introduction
  2. The Structure of Section 736
  3. Section 736(b) Payments
  4. Section 736(a) Payments
  5. Planning for Liquidations: Section 736(a) v. Section 736(b)
  6. Relationship Between Sections 752 and 736
  7. Taxing Deferred Section 736 Payments
  8. The Comprehensive Illustration Revisited
  9. Liquidations Distinguished From Sales
  10. Abandoning Partnership Interests
24. Partnership Terminations
  1. Voluntary Terminations of the Business
  2. Statutory Terminations
  3. Partnership Mergers and Divisions
  4. Conversions of Partnership Interests
25. Death of a Partner
  1. Introduction
  2. Effect on Current Year’s Income
  3. Basis Adjustments
Index