Hi, all! This class examines the Federal income tax consequences of rearrangements of corporate capital structure. It covers the combination of two corporations into one in either taxable or tax-free transactions, single corporation rearrangement of capital structure through stock dividends and recapitalizations, the division of a single corporation into two (so-called spin-offs and split-offs), and an examination of what happens to certain corporate tax attributes (particularly net operating losses) upon these events. I shall be teaching this class remotely, and you can find my remote learning plan immediately below. I also attach the syllabus here and provide the first reading assignment, though I'll be touching base with you via email with OneDrive links, as well. Cheers!

Remote Learning Plan

When we unexpectedly moved to remote learning in the Spring, I taught the remaining Tax II classes (a 4-hour course) using six, 30-minute voice recordings with accompanying slides each week. It was suggested after two weeks that we also meet by Zoom for questions and review each week, which I thought was a great idea, so we scheduled an optional weekly Zoom meeting. I could not make the Zoom meetings mandatory because the class minutes for the course were taken up entirely with the voice recordings.

While we can always amend this plan if experience shows that we need to do so, I’m going to tweak the method that I used for Tax II for this course (a 3-hour course). If we were meeting in person, we would meet twice each week for one hour and fifteen minutes (150 minutes each week in total). I plan to do four voice recordings of approximately 30 minutes each (120 minutes per week), which I shall post on my OneDrive account, with slides that accompany the recordings. Before the start of each week, I’ll email to the class the OneDrive links for that week’s assignments. I will ask that you do the class work (reading the assignment carefully first, then listening to the voice recordings while working along with the slides) before then “meeting” weekly (at a time that works for all, but preferably near the end of the week, after you’ve completed that week’s assignment) for a scheduled 30-minute Zoom session to discuss your questions, review the material, etc., for that week’s assignment.

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 2021 ed.) (ISBN 9781647081904). 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. While the CARES Act made a few tax changes, I’ll try to alert you to them so those with an old Code can access (and print) the new language online. 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, and it is the source that I used for the hyperlinks in my e-textbook. 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 the internet during the 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. Alternatively, you can copy and paste some Code and Regulation provisions in a saved file, as you will have access to your files (though not the internet) during the final exam. (I permit access to your files so that students wishing to avoid the cost of purchasing the hard copy version of the textbook can still access it during the exam.)

For the first class, we jump right into substance, examining Taxable Corporate Acquisitions.

Class 1: 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).