Law Commons^™

Thoughts Regarding The Application Of The Step Transaction Doctrine To The Section 351 Control Requirement And Complex Media, Inc. V. Commissioner, Philip G. Cohen

William & Mary Business Law Review

Over thirty years ago, Professor Ronald H. Jensen authored an article in the Virginia Tax Review, titled “Of Form and Substance: Tax Free Incorporations and Other Transactions Under Section 351.” Professor Jensen asserted that it was inappropriate to utilize the step transaction doctrine to determine whether the control requirement was met in a purported section 351 transaction, involving a disposition of some, or all, of the transferor’s shares even if effected by a binding contract made prior to the contribution.

Professor Jensen concluded that the courts and the Internal Revenue Service (Service) have produced a hodgepodge of intellectually inconsistent decisions …

Can Taxes Mitigate Corporate Governance Inefficiencies?, Noam Noked

William & Mary Business Law Review

Policymakers have long viewed tax policy as an instrument to influence and change corporate governance practices. Certain tax rules were enacted to discourage pyramidal business structures and large golden parachutes, and to encourage performance-based compensation. Other proposals, such as imposing higher taxes on excessive executive compensation, have also attracted increasing attention.

Contrary to this view, this Article contends that the ability to effectively mitigate corporate governance inefficiencies through the use of corrective taxes is very limited, and that these taxes may cause more harm than benefit. There are a few reasons for the limited effectiveness of corrective taxes. Importantly, the …

I Want Out – Tax Considerations In Exiting A Partnership, James B. Sowell

William & Mary Annual Tax Conference

No abstract provided.

Partnership Current Developments, Robert J. Crnkovich, Steven M. Friedman

William & Mary Annual Tax Conference

No abstract provided.

Introduction To M&A Tax: S Corporations And Section 336(E), Robert G. Mcelroy, William M. Richardson

William & Mary Annual Tax Conference

No abstract provided.

Wage Taxes And Compensating S Corporation Officers And Members Of Llcs And Llps, John W. Lee

William & Mary Annual Tax Conference

No abstract provided.

Compensating Employees And Employee Owners, And Avoiding Problems With Payroll Tax And Executive Compensation Audits, Mary B. Hevener

William & Mary Annual Tax Conference

No abstract provided.

Choosing A Business Entity For The 21st Century, Samuel P. Starr, Thomas P. Rohman, L. Michael Gracik Jr.

William & Mary Annual Tax Conference

No abstract provided.

A Populist Political Perspective Of The Business Tax Entities Universe: Hey The Stars Might Lie, But The Numbers Never Do, John W. Lee

Faculty Publications

No abstract provided.

Toward A Practical Estate-Tax Exclusion For Family-Run Businesses: Analysis Of Section 2033a And Proposal For Reform, Eric D. Chason, Robert T. Danforth

Faculty Publications

In a previous work appearing in this Journal, the authors proposed an approach to estate and gift taxation that encourages productive behavior by the recipients of wealth. In this Article, the authors analyze, in the context of their earlier work, the new estate-tax exclusion for closely held businesses (section 2033A) created by the Taxpayer Relief Act of 1997. The authors describe the features of a practical family-run business exclusion and conclude that section 2033A, in its present form, fails as a practical exclusion. The authors catalogue those elements of section 2033A that should be retained and propose reforms of those …

The Art Of Regulation Drafting: Structured Discretionary Justice Under Section 355, John W. Lee

Faculty Publications

This article analyzes the 35-year evolution of the section 355 regulations from the perspectives of the jurisprudential dichotomy between general principles and detailed rules and administrative law theory as to agency discretion.

Taxing Corporate Acquisitions: A Proposal For Mandatory Uniform Rules, Glenn E. Coven

Faculty Publications

No abstract provided.

Recent Developments In, The Taxation Of Corporations And Shareholders, Peter P. Weidenbruch Jr.

William & Mary Annual Tax Conference

No abstract provided.

Entity Classification And Integration: Publicly Traded Partnerships, Personal Service Corporations And The Tax Legislative Process, John W. Lee

Faculty Publications

No abstract provided.

Business Activities Of Tax-Exempts And Affiliates, Jo Ann Blair

William & Mary Annual Tax Conference

No abstract provided.

Passive Activity Loss Limitations, Allan G. Donn

William & Mary Annual Tax Conference

No abstract provided.

Choice Of Entity: Pass Through Entities, John W. Lee

William & Mary Annual Tax Conference

No abstract provided.

Subchapter S Distributions And Pseudo Distributions: Proposals For Revising The Defective Blend Of Entity And Conduit Concepts, Glenn E. Coven

Faculty Publications

No abstract provided.

Start-Up Costs, Section 195 And Clear Reflection Of Income: A Tale Of Talismans, Tacked-On Tax Reform And A Touch Of Basics, John W. Lee

Faculty Publications

No abstract provided.

Limiting Losses Attributable To Nonrecourse Debt: A Defense Of The Traditional System Against The At-Risk Concept, Glenn E. Coven

Faculty Publications

No abstract provided.

The Relevance Of Fresh Investment To The Characterization Of Corporate Distributions And Adjustments, Glenn E. Coven

Faculty Publications

No abstract provided.

Capital Expenditures: A Result In Search Of A Rationale, John W. Lee, Nina R. Murphy

Faculty Publications

No abstract provided.

Professional Corporations - Practical Problems And Solutions, K. Maxwell Dale

William & Mary Annual Tax Conference

No abstract provided.

Equipment Leasing, Robert S. Parker Jr.

William & Mary Annual Tax Conference

No abstract provided.

Partnerships And At Risk Problems, Stefan F. Tucker

William & Mary Annual Tax Conference

No abstract provided.

Optional Adjustments To Basis Of Partnership Property On Transfer Of Partnership Interests, Donald J. Weidner

William & Mary Annual Tax Conference

No abstract provided.

Section 335 Active Business Management: What Advice To Give Clients Today, John W. Lee

Faculty Publications

The IRS in three Rulings has taken the position that services for the distributing corporation performed through independent contractor could not satisfy the active business requirement test of Section 355. Mr. Lee analyzes the Rulings in light of case law and legislative history that have interpreted the Code's active business test. He concludes that further court tests will be necessary before there can be complete reliance upon active conduct by an independent contractor.

Reduction Of Earnings And Profits To Reflect The Bargain Spread Accompanying Restricted Stock Options

William & Mary Law Review

No abstract provided.

Retroactive Allocations To New Partners: An Analysis Of The Area After Rodman, John W. Lee, Robert S. Parker Jr.

Faculty Publications

In the recent Rodman case, the Tax Court has held that a partner newly admitted near year-end must report his share of the full year's partnership profits. Messrs. Lee and Parker analyze the status of retroactive partnership allocations in view of Rodman, the first decision to expressly sanction retroactive allocations of income (and implicitly of losses) to new partners, and reallocations under Section 704.

Observance Of Indicia Of Corporate Characteristics Liquidation Problems, M. Carr Ferguson Jr.

William & Mary Annual Tax Conference

No abstract provided.