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Articles 1 - 12 of 12
Full-Text Articles in Law
Prevention Of Double Deductions Of A Single Loss: Solutions In Search Of A Problem, Douglas A. Kahn, Jeffrey H. Kahn
Prevention Of Double Deductions Of A Single Loss: Solutions In Search Of A Problem, Douglas A. Kahn, Jeffrey H. Kahn
Articles
In the current tax system, a corporation is treated as a separate taxable entity. This tax system is sometimes referred to as an entity tax or a double tax system. Since a corporation is a separate and distinct entity from its owners, the shareholders, the default rule is that transfers between them are treated as realization events. Without a specific Internal Revenue Code (Code) provision providing otherwise, such transactions will also require the parties to recognize the realized gain or loss. Congress has enacted several nonrecognition corporate provisions when forcing the recognition of income could prevent changes to the form …
Getting Out Of Business: Tax Costs And Opportunities In Exiting A Closely Held Business, Denise D. J. Roy
Getting Out Of Business: Tax Costs And Opportunities In Exiting A Closely Held Business, Denise D. J. Roy
Faculty Scholarship
The primary purpose of this article is to encourage closely held business owners and their lawyers to consider exit costs, opportunities and strategies when making the initial choice-of-entity decision. A secondary purpose is to provide information about tax consequences and exit strategies useful to owners of businesses that are already up and running, whether in drafting a buy-sell agreement or planning for a specific transaction. Therefore, the article begins by comparing the major tax consequences of exiting the alternative entity types available to closely held businesses for tax purposes--C corporations, S corporations and partnerships. Part II of this article provides …
Section 338 And Its Foolish Consistency Rules - The Hobgoblin Of Little Minds, Douglas A. Kahn
Section 338 And Its Foolish Consistency Rules - The Hobgoblin Of Little Minds, Douglas A. Kahn
Articles
The purposes of this Article are to examine whether there is any longer a reason for concern because a target corporation can choose selected assets for nonrecognition and to what extent the 1994 regulations properly deal with potentially abusive circumventions of tax goals. Before examining the current status of the consistency requirements, the historical background that led to the adoption of Section 338 and the operation of the section is discussed. The historical background includes: the judicially created Kimbell-Diamond rule, the codification and modification of that rule by the old version of Section 334(b)(2), the operation of the old version …
Should General Utilities Be Reinstated To Provide Partial Integration Of Corporate And Personal Income—Is Half A Loaf Better Than None?, Douglas A. Kahn
Should General Utilities Be Reinstated To Provide Partial Integration Of Corporate And Personal Income—Is Half A Loaf Better Than None?, Douglas A. Kahn
Articles
The General Utilities doctrine is the name given to the now largely defunct tax rule that a corporation does not recognize a gain or a loss on making a liquidating or nonliquidating distribution of an appreciated or depreciated asset to its shareholders. The roots of the doctrine, can be traced to a regulation promulgated in 1919 that denied realization of gain or loss to a corporation when making a liquidating distribution of an asset in kind. No regulatory provision existed which specified the extent to which realization would or would not be triggered by a nonliquidating distribution such as a …
Comments On 'Tax Neutrality Between Equity Capital And Debt', Douglas A. Kahn
Comments On 'Tax Neutrality Between Equity Capital And Debt', Douglas A. Kahn
Articles
Professor Andrews' proposals are aimed at eliminating a tax bias that affects a corporation's choice of a method of raising additional capital. Professor Andrews believes that the current tax system favors a corporation which raises capital internally by accumulating its income (or by borrowing) rather than by issuing stock. Professor Andrews seeks a neutral system that permits the choice of the manner in which capital is raised to be made on economic grounds without influence of the tax laws.
Stock Redemptions: The Standards For Qualifying As A Purchase Under Section 302(B)., Douglas A. Kahn
Stock Redemptions: The Standards For Qualifying As A Purchase Under Section 302(B)., Douglas A. Kahn
Articles
This Article discusses the requirements of section 302(b) for characterizing a stock redemption as a purchase rather than as a dividend equivalent. The focus is primarily on two issues: (1) whether the election authorized by section 302(c)(2) to waive family attribution rules should be available to an entity such as a trust or estate; and (2) the determination of the standards to be applied in resolving whether a redemption is "not essentially equivalent to a dividend" so that section 302(b)(1) is applicable.
Implications Of Minority Interest And Stock Restrictions In Valuing Closely-Held Shares, Alan L. Feld
Implications Of Minority Interest And Stock Restrictions In Valuing Closely-Held Shares, Alan L. Feld
Faculty Scholarship
The federal estate and gift taxes levy on the gratuitous transfer of wealth by both testamentary and lifetime disposition. The amount of the tax depends on the value placed on the property transferred by the decedent or donor. When the property transferred consists of shares of stock in a closely held corporation, there often exists no ready market to help in valuation. As a result, the value of the shares used to compute the federal estate or gift tax must be determined first by appraising the value of the enterprise, and then by allocating some portion of that value to …
Taxation--Subchapter S--Relaxation Of The One Class Of Stock Requirement, W. Richard Mccune Jr.
Taxation--Subchapter S--Relaxation Of The One Class Of Stock Requirement, W. Richard Mccune Jr.
West Virginia Law Review
No abstract provided.
Mandatory Buy-Out Agreements For Stock Of Closely Held Corporations, Douglas A. Kahn
Mandatory Buy-Out Agreements For Stock Of Closely Held Corporations, Douglas A. Kahn
Articles
A buy-out of a shareholder's stock is a sale of his stock holdings in a specific corporation pursuatnt to a pre-existing contract. In recent years such arrangements have, deservedly, become an increasingly popular planning device for shareholders in closely held corporations; they make it possible to limit the class of potential shareholders, provide liquidity for the estate of a deceased shareholder, and establish a value for stock which has no active market. There are two popular categories of buy-out plans. If the prospective purchaser of a decedent's shares is the corporation that issued them, the plan is called an "entity …
Income Tax--Transactional Entered Into For Profit--Proper Basis For Computing Deductible Loss, Aaron David Trub
Income Tax--Transactional Entered Into For Profit--Proper Basis For Computing Deductible Loss, Aaron David Trub
West Virginia Law Review
No abstract provided.
Definition And Classification Of Securities Under The Revenue Act, Charles C. Parlin
Definition And Classification Of Securities Under The Revenue Act, Charles C. Parlin
Indiana Law Journal
No abstract provided.
Internal Revenue--Gain Accruing On Exchange Of Shares Of Stock As Taxable Income, August W. Petroplus
Internal Revenue--Gain Accruing On Exchange Of Shares Of Stock As Taxable Income, August W. Petroplus
West Virginia Law Review
No abstract provided.