ADVANCED CORPORATE REORGANIZATIONS (2) (TAX 410)

Professor Michael Kliegman

This course complements and goes beyond TAX 110 Federal Income Tax: Corporate. It examines the tax consequences of various forms of taxable as well as nontaxable mergers and acquisitions. Building upon the distribution and liquidation regime covered in TAX 110, it considers the Section 338 election in the context of practical merger and acquisition planning. Tax‐free reorganizations are examined in
some detail, including the tax consequences to the parties and circumstances in which one or another type of reorganization may be appropriate. The course will introduce students to intra‐group sales subject to Section 304 and the closely related “D” reorganization provisions that are essential in international tax planning. Tax‐free spin‐off rules and limitations on tax attributes under Section 382
will also be discussed. Combines lectures, reading, problems, and class discussion.

Prerequisite:Federal Income Tax: Corporate (TAX 110) or equivalent.