FROM THE PUBLISHER

This clearly written guide helps students understand both the rules and the policy of corporate taxation. By addressing the full array of topics without overwhelming the student, Block creates a study text that professors can recommend with confidence. With a proven approach that has made the Examples and Explanations Series so successful with students, CORPORATE TAXATION: Examples and Explanations offers thorough, clear, lucid text that explores and explains the concepts under consideration.

Special Features:

—Block's new book reflects the latest developments in the field — incorporating the most recent tax changes, including The Taxpayer Relief Act of 1997, as well as the earlier "check—the—box" regulations regarding classification of business entities for tax purposes.

—An accessible summary begins each chapter, previewing what is ahead.

—Examples, starting with the basics and gradually building in complexity, explore concepts and challenge students to apply them to hypothetical situations based on actual cases.

—Explanations follow each example and allow students to test their understanding while providing additional insight.

—Plenty of charts, figures, and other graphics provide helpful visual representations of abstract legal standards and concepts.

To be sure your students are using the study aid that provides comprehensive coverage of all key topics, recommend Block's CORPORATE TAXATION: Examples and Explanations.

Table of Contents

Preface

Acknowledgments

Special Notice

Part One: Some Preliminary Matters

Chapter 1: Introduction

The Corporate Income Tax——ADouble Tax Regime

Computation and Rate Structure for the Tax on Corporate Income

Capital Gains v. Ordinary Income Rates: The Influence on Subchapter C

Nonrecognition in the Subchapter C World

Incidence of the Corporate Tax

Chapter 2: Choice of Form and Entity Classification

Introduction

Choice of Business Form

Classification of the Business Entity

Chapter 3: The Corporate Capital Structure

Introduction

Distinguishing Debt from Equity

Losses from Investments in the Corporate Enterprise

Gains from Investments in the Corporate Enterprise

Conclusion

Part Two: Corporate Formation

Chapter 4: Incorporation and Other Contributions to Capital

Introduction

Shareholder Nonrecognition: ￯﾿ﾽ 351 Eligibility

Operation of Shareholder Nonrecognition Rules

Tax Consequences to the Corporation

Contribution vs. Sale

Additional Contributions to Capital

Effect of Liabilities: ￯﾿ﾽ 357 and Related Matters

Examples

Explanations

Part Three: Corporate Midlife Events

Chapter 5: Nonliquidating Distributions

Introduction

Tax Consequences to the Shareholders

Definitions of Earnings and Profits

Special Rules for Corporate Shareholders

Tax Consequences to the Distributing Corporation

Distributions Involving Liabilities

Constructive Dividends

Examples

Explanations

Chapter 6: Redemption Distributions

Introduction

Tax Consequences to Redeemed Shareholders

A Look at Attribution Rules: ￯﾿ﾽ 318

Special Issues for Corporate Shareholders

Redemptions of Stock to Pay Death Taxes: ￯﾿ﾽ 303

Redemptions Related to Inter—Shareholder Transfers and Bootstrap Acquisitions

Redemptions by Related Corporation: ￯﾿ﾽ 304

Tax Consequences to the Corporation

Examples

Explanations

Chapter 7: Stock Dividends

Introduction

Tax Consequences to the Shareholders

Tax Consequences to the Corporation

The Preferred Stock Bailout: ￯﾿ﾽ 306 Stock

Examples

Explanations

Part Four: Corporate Liquidation and Related Issues

Chapter 8: General Liquidation Rules

Introduction

Tax Consequences to Individual Shareholders: ￯﾿ﾽ 331

Tax Consequences to the Liquidating Corporation: ￯﾿ﾽ 336

Examples

Explanations

Chapter 9: Liquidation of Subsidiaries

Introduction

Tax Consequences to the Parent Corporation: ￯﾿ﾽ 332

Tax Consequences to Minority Shareholders: ￯﾿ﾽ 331

Tax Consequences to the Liquidating Subsidiary: ￯﾿ﾽ 337

Examples

Explanations

Part Five: Corporate Acquisitions, Divisions, and Other Corporate Restructuring

SUBPART A: Taxable Acquisitions

Chapter 10: Taxable Mergers and Acquisitions

Introduction

Taxable Asset Acquisitions

Taxable Stock Acquisitions

Stock Acquisitions Treated as Asset Acquisitions: ￯﾿ﾽ338

Special Problems Under ￯﾿ﾽ 338: Affiliated Corporations and Consistency Rules

Creative Acquisition Strategies

Examples

Explanations\x09\x09\x09

SUBPART B: Tax—Free Reorganizations

Chapter 11: Introduction to Basic Corporate Reorganization Principles

Introduction

Categories of Reorganization

Overview and History: Doctrine Underlying Tax—Free Reorganizations

Judicial Glosses on the Statute

Step Transaction Doctrine

Overview of Corporate Reorganization Tax Consequences

Meaning of "Party to a Reorganization" and "Plan of Reorganization"

Reorganization Basis Rules

Chapter 12: Acquisitive Reorganizations

Introduction

Acquisitive Stock Reorganizations: The Basic Type B Reorganization

Acquisitive Asset Reorganizations: Basic Statutory Mergers and Consolidations

Acquisitive Asset Reorganizations: The Basic Type C Reorganization

Triangular Reorganizations

Nondivisive Type D Reorganizations

Acquisitive Reorganizations in Insolvency: The Type G Reorganization

Overlaps in Acquisitive Reorganization Definitions

Proposals to Eliminate the Reorganization Definitions

Carryover of Tax Attributes Following Tax—Free Acquisitive Reorganizations

Examples

Explanations

Chapter 13: Corporate Divisions

Introduction

Overview of ￯﾿ﾽ 355 Requirements

A Closer Look at the ￯﾿ﾽ 355 Requirements

Overlap of ￯﾿ﾽ 368(a)(1)(D) and ￯﾿ﾽ 355: Divisive Reorganizations

Tax Consequences to Shareholders and Other Distributees

Tax Consequences to the Corporation\x09

Examples

Explanations

Chapter 14: Recapitalization and Other Corporate Restructuring

Introduction

Recapitalizations: The Type E Reorganization

Mere Change in Identity, Form, or Place: Type F Reorganization

Examples

Explanations\x09\x09

Table of Cases

Table of Internal Revenue Code Sections

Table of Treasury Regulations and Revenue Rulings

Index

SYNOPSIS