Welcom to Advanced Corporate Tax!

Required Texts

(1) Taxation of Business Enterprises by Peroni & Bank (Thomson West 4th ed. 2012) (ISBN 978-0-314-19487-9)

(2) Access to the Internal Revenue Code & Regulations in class. I shall be using Selected Federal Taxation—Statutes and Regulations (West 2020 ed.) (ISBN 978-1-63460-335-5). If you have access to a used copy of the 2019 selected sections book (whether from West or Commerce Clearing House), that should do, as well, as there was no major tax legislation in the last year. I do think working with a hard copy of the Code and regs is helpful. Nevertheless, for those who wish to avoid the cost of purchasing a hard copy, you can access the relevant Code section or Treasury Regulation online by typing the code section (e.g., IRC 61) or treasury regulation (e.g., TR 1.61-2) into your browser’s search box, and the first item to come up will be the Legal Information Institute’s version of the code section or regulation. The LII is hosted by Cornell law school. You will need access in real time in class, so if you do not purchase a hard copy, you will need to bring a laptop to class.

One word of warning, however. Although the final exam is open book, you will not be able to access either the internet or your hard drive during the exam (unlike your Tax I exam), so those of you choosing online access only may wish to print out some of the Code sections and Treasury Regulations that you wish to have with you during the final exam.

First Class

We jump right into substance, with the first class covering taxable acquisitions of a target corporation by an acquiring corporation (before we then move to several weeks of examining tax-free corporate acquisitions). Review from Tax II §§ 351(a); 331(a); 332(a); 336(a); 337(a); 334(a), (b). Read p. 352-68 of the text and §§ 338(a), (d)(3), (h)(3), and (h)(10).