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The Tax Treatment Of Collapsible Corporations, Boris I. Bittker
The Tax Treatment Of Collapsible Corporations, Boris I. Bittker
Vanderbilt Law Review
Introductory.-Section 331 (a) (1) of the Internal Revenue Code provides that a complete liquidation of a corporation is to be treated by the shareholder as a sale of his stock, which will ordinarily produce capital gain or loss, and section 334 (a) provides that the shareholders' basis for property acquired on the liquidation is its fair market value at the time of distribution. These rules, which are of long standing, led to the tax avoidance device known as the "collapsible corporation," which in its turn led,in 1950, to the enactment of what is now section 341. As will be seen, …
Subchapter S And Its Effect On The Capitalization Of Corporations, Mortimer M. Caplin
Subchapter S And Its Effect On The Capitalization Of Corporations, Mortimer M. Caplin
Vanderbilt Law Review
Our federal tax laws encourage the creation of complex capital structures. "Thinning" capitalizations by issuing corporate indebtedness offers well known tax advantages to both shareholder and corporation.' Also, since 1954, issuing preferred stock on incorporation is a standard procedure for side-stepping the "bail-out" prohibitions of code section 306. A "good" capitalization from a tax viewpoint, therefore, will often involve a small base of common stock, a heavier layer of preferred stock and as much debt as the tax adviser believes will be given tax recognition.