This course explores the federal income taxation of corporations and their shareholders, focusing on the Internal Revenue Code (IRC), Treasury Regulations, case law, and IRS guidance. Topics include corporate formation and capital structure, operational taxation, distributions, redemptions, liquidations, reorganizations, and affiliated groups.
Students will gain a rigorous and practical understanding of how corporations are taxed in various life-cycle stages—from startup and equity capitalization to mergers and final dissolution. Special attention is paid to tax planning strategies, anti-abuse provisions, and how tax law intersects with corporate law, securities regulation, and business planning.
This course is essential for students intending to practice in business law, tax law, estate planning, or transactional law, and provides foundational knowledge for LLM-level or CPA tax specialties.
Course Objectives:
By the end of this course, students will be able to:
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Understand the structure of Subchapter C of the Internal Revenue Code and the principles governing corporate taxation.
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Analyze the tax consequences of corporate formations, capital contributions, and choice of entity.
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Identify and calculate the tax treatment of corporate earnings, distributions, and redemptions.
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Evaluate corporate liquidations and reorganizations under §332, §336, and §368.
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Apply tax rules to mergers, spin-offs, acquisitions, and divisive reorganizations.
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Understand the impact of tax attributes (E&P, NOLs, basis, §382 limitations) in corporate transactions.
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Navigate IRS anti-avoidance doctrines, consolidated return rules, and penalties.
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Apply tax strategy, compliance, and policy analysis to real-world corporate transactions.
