Introduction to Corporate Taxation - Syllabus 2023(1)

Boston University **We aren't endorsed by this school
Oct 10, 2023
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Introduction to Corporate Tax BOSTON UNIVERSITY LAW SCHOOL Professor Smith, Fall 2023 [email protected] Graduate Tax Program [email protected] This course will focus on the income tax treatment of corporations and their shareholders. We will consider incorporation transfers, distributions during the life of the corporation, corporate stock redemptions, and corporate liquidations. The Learning Objectives of the course are as follows: a) This course is intended to develop a foundational knowledge of the unique aspects of federal taxation of corporations as provided principally in Subchapter C of the Internal Revenue Code of 1986, as amended. In addition to the IRC we will review related Treasury Regulations and relevant case law; b) This course is intended to enhance tax research and analytical skills through homework assignments related to each substantive area covered below. Fact patterns presenting various corporate tax issues will be assigned as class homework or posted to the online discussion board. We will discuss the problems and related solutions in class and through the online tools; c) This course is intended to enhance the students' awareness of the professional responsibilities with respect to a corporate tax practitioner, highlighting the established regulatory bodies and prescribed guidelines for professionals. We will touch on certain of the rules associated with "listed transactions' and potential penalties which may be imposed upon practitioners; d) This course will highlight alternative tax treatments associated with corporate events and the importance of planning and analysis prior to effectuating such a transaction - such as transferring appreciated/ depreciated property to a corporation for stock, timing the redemption of certain shareholders etc. Our primary text is Fundamentals of Corporate Taxation (Tenth Edition) , by Stephen Schwarz and Daniel J. Lathrope. Please review the Student Update for substantive changes made as part of the Tax Cuts and Jobs Act of 2017, the Coronavirus Aid, Relief and Economic Security ("CARES") Act and the Inflation Reduction Act of 2022. In addition, the student should have a copy of the most recent Internal Revenue Code and Treasury Regulations. The grade will be determined largely by the results of an examination at the end of the semester. In addition to the final exam we will have 6 short quizzes. The quizzes will be focused on the principal Topics noted below. The quizzes will be issued during the semester. In determining a student's grade, class participation (i.e. attendance, preparation, as well as active engagement in class discussion and/ or on the online 1
discussion board) will be taken into consideration. Exam grades may be raised or lowered by one increment to reflect a student's classroom participation. Please note that classroom proceedings for this course may be recorded by the School of Law's Audiovisual Department for certain purposes including, but not limited to, accommodation of student illness, disability or religious holidays. Under the Academic Regulations of the Graduate Tax Program, any other use of recording devices in the classroom is prohibited except with the instructor's express permission. 2
In preparation for our first class please read Chapter 1 and related citations. We will discuss the Exacto case cited below so please review the facts in such case. FOLLOWING IS THE SYLLABUS FOR THE SEMESTER (note additional cases and/ or rulings may be assigned during the semester): TOPIC CHAPTER IRC SECTIONS / TREAS. REGS / CASES ETC. #1 Overview of the Taxation of Corporations and Shareholders Chapter 1 IRC§ 1(h)11; 11; 63(a); 448(a); 1201(a); 1211(a); 1212(a); 291(a); 1202(a); 7701(a)(3). Treas Reg 301.7701-1(a)&(b); - 2(a),(b)&(c);-3. Exacto Spring Corp v. Commissioner , 99-2 USTC 50,964. #2 Formation of a Corporation IRS Form 8832 & Instructions Chapter 2 IRC§ 351; 357; 358; 362(a)&(e); 368(c); 1032(a); 1223(1)&(2); 1245(b) (3). . Treas. Reg 1.351-1; -2 Treas. Reg 1.358-1; -2; -3 Rev Rul 68-55 Rev Rul 2003-51 #3 Capital Structure of a Corporation Chapter 3 IRC§ 385; 163(j); 165(g)(1), (2); 166(a),(d),(e); 1244(a)-(c). Preamble to April 2016 Proposed Treas. Reg 1.385. Treas Reg 1.165-5(a)-(c); 3
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