GEORGE MASON UNIVERSITY SCHOOL OF LAW. CORPORATE TAX Course Number: Credit Hours. Spring 2014 Thursday 6:00pm-8:40 pm Hazel Hall 350

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1 GEORGE MASON UNIVERSITY SCHOOL OF LAW CORPORATE TAX Course Number: Credit Hours Spring 2014 Thursday 6:00pm-8:40 pm Hazel Hall 350 Professor Sean W. Mullaney sean.w.mullaney@us.pwc.com Professor John J. Merrick John.j.merrick@irscounsel.treas.gov Office Hours: By Appointment I. Course Description This class is an introduction to the taxation of corporations and their shareholders. The class will focus on the formation of a corporation, the treatment of corporate distributions, redemptions of stock, and liquidations. The goal of the course is to provide an overview of the relevant U.S. tax law, emphasizing not only the applicable rules but also the relevant policy considerations. II. Prerequisites Income Tax III. Course Materials Bittker & Eustice, Federal Income Taxation of Corporations and Shareholders (7 th Ed. Student Ed.). Eustice and Steines, Federal Income Taxation of Corporations and Shareholders (7 th Ed.), 2013 Cumulative Supplement to Student Edition. Eustice, Federal Income Taxation of Corporations and Shareholders, Revised Study Problems (7 th Ed.).

2 Supplementary readings (to be made available). IV. Examination Procedures, Grading and Attendance The course will graded based upon a final examination, scheduled for 6:00 pm, May 6, Constructive class participation, such as insightful comments or questions, may increase your final examination grade to the next higher grade (e.g., from a B to a B+). The final examination will be anonymously graded, open-book, and taken in-class. You will be permitted to consult any written materials during the examination, including the course textbooks and other course materials. However, you may not copy into your examination answers any passages from materials brought by you into the examination room or otherwise accessed. In addition, you will not be permitted to confer or otherwise collaborate with anyone else -- classmates or otherwise -- in answering the examination questions. Your answers to the examination questions must be entirely your own, written during the in-class examination session. Expected class participation includes regular attendance and arrival on time (subject to health issues or other unforeseen circumstances). Attendance will be taken at the beginning of each class. V. Class Assignments Set forth below is a tentative schedule of assignments. The instructors may adjust the assignments periodically over the course of the semester. It is important to note that chapters 8 and 9 in the 2013 cumulative supplement supersede those chapters in the main volume. Thus, please consult these chapters only as included in the 2013 cumulative supplement. Class 1 (January 9 th ): Introduction to Corporate Tax B&E: ; , Study Problems (Lesson 1): (1)-(4), (6). Class 2 (January 16): Requirements of 351 Nonrecognition B&E: 1.04; 3.01, 3.02, 3.03, 3.04, , 3.12, 3.15[1]; 5.06[1], Study Problems (Lesson 2): (1)-(4), (6) and (8). 2

3 Class 3 (January 23 rd ): Transfer of Property, Receipt of Boot, Gain Recognition, Basis Determination Cases and Rulings: Commissioner v. Fink, 483 U.S. 89 (1987); E.I. dupont de Nemours v. United States, 471 F.2d 1211 (Ct. Cl. 1973); Rev. Rul , C.B. 133; Rev. Rul , C.B. 179; Rev. Rul , C.B. 140; Rev. Rul , C.B. 101; Rev. Rul , C.B. 139; Rev. Rul , C.B. 79; Rev. Rul , C.B. 117; Rev. Rul , I.R.B B&E: 3.04; 3.05, Class 4 (January 30th): Treatment of Liabilities; Midstream Transfers Cases: Lessinger v. Commissioner, 872 F.2d 519 (2d Cir. 1989); Peracchi v. Commissioner, 143 F.3d 487 (9th Cir. 1998); Seggerman Farms v. Commissioner, 308 F. 3d 803 (7th Cir. 2002); Rev. Rul , C.B. 113; Rev. Rul , C.B. 122; Rev. Rul , C.B. 115; Rev. Rul , C.B. 36; Wham Construction Co., Inc. v. United States, 600 F.2d 1052 (4th Cir. 1979); Black & Decker Corp. v. United States, 436 F.3d 431 (4th Cir. 2006). B&E: 3.06, Class 5 (February 6 th ): Capital Structure Debt/Equity Cases and Rulings: Fin Ray Realty Co. v. United States, 398 F.2d 694 (3d Cir. 1968). B&E: 1.08 (review); , 4.21; Class 6 (February 13th): Distributions in General, Earnings and Profits Cases and Rulings: Rev. Rul , C.B. 74; Rev. Rul , C.B. 101; Rev. Rul , C.B. 103; Rev. Rul , C.B. 108; Maher v. Commissioner, 469 F.2d 225 (8th Cir. 1972); Rev. Rul , C.B. 86. B&E (2013 cumulative supplement): ,

4 Class 7 (February 20th): Distributions In Kind and Constructive Distributions Cases and Rulings: General Utilities and Operating Co. v. Helvering, 296 U.S. 200 (1935). Alterman Foods, Inc. v. U.S., 611 F.2d 866 (Cl. Ct. 1979). B&E (2013 cumulative supplement): Class 8 (February 27 th ): Stock Redemptions and Partial Liquidations (Cont d) Cases and Rulings: Himmel v. Commissioner, 338 F.2d 815 (2d Cir.1964); United States v. Davis, 397 U.S. 301 (1970); Zenz v. Quinlivan, 213 F.2d 914 (6th. Cir.1954). B&E (2013 cumulative supplement): , 9.05, , Class 9 (March 6 th ): Stock Redemptions and Partial Liquidations (Cont d) Cases and Rulings: Metzger Trust v. Commissioner, 693 F.2d 459 (5th Cir. 1982); Rev. Rul , C.B. 43; Notice , C.B. 129; Ann , I.R.B B&E (Chapter 9 sections from 2013 cumulative supplement): 5.04[6]; 9.04, 9.06, 9.07, Class 10 (March 20 th ). Redemptions by Related Corporations Cases and Rulings: Estate of MacArthur v. United States, 580 F.2d 442 (Ct. Cl. 1978); Bhada v Commissioner, 89 T.C. 959 (1987), aff d 892 F. 2d 39 (6th Cir. 1989); Rev. Rul , C.B. 74; Rev. Rul , C.B. 97. B&E (2013 cumulative supplement): 9.05, 9.09, 9.24[4]. 4

5 Class 11 (March 27 th ): Nontaxable Stock Distributions; Preferred Stock Bailouts B&E (2013 cumulative supplement): , Class 12 (April 3 rd ): Complete Liquidations Cases and Rulings: Telephone Answering Service Co., Inc. v. Commissioner, 63 T.C. 423 (1974); Commissioner v. Court Holding Co., 324 U.S. 331 (1945); United States v. Cumberland Public Service Co., 338 U.S. 451 (1950); Kimbell-Diamond Milling Co. v. Commissioner, 14 T.C. 74 (1950); Rev. Rul , C.B. 140; Rev. Rul , C.B B&E: Class 13 (April 10 th ): Subsidiary Liquidations Cases and Rulings: Rev. Rul , C.B. 67; Rev. Rul , C.B. 70; Rev. Rul , C.B. 120; George L. Riggs, Inc. v. Commissioner, 64 T.C. 474 (1975); H.K. Porter Co., Inc. v. Commissioner, 87 T.C. 689 (1986); Associated Wholesale Grocers, Inc. v. United States, 927 F.2d 1517 (10th Cir. 1991); Rev. Rul , C.B B&E: Class 14 (April 17 th ): Make-Up/Review 5