Tax Law Commons^™

Reflections On Executive Compensation And A Modest Proposal For (Further) Reform, Mark J. Loewenstein

Publications

No abstract provided.

Why Have Chapter 11 Bankruptcies Failed So Miserably? A Reappraisal Of Congressional Attempts To Protect A Corporation's Net Operating Losses After Bankruptcy, Michelle A. Cecil

Faculty Publications

This Article will first outline the history of judicial and statutory limitations on the free transferability of net operating losses, highlighting congressional attempts to afford more favorable treatment to troubled corporations reorganizing in Title 11 proceedings. It will then examine the operation of section 382 of the 1986 Code, again focusing on those provisions designed to assist in the successful reorganization of these corporations, and will demonstrate the wholesale inability of these provisions to preserve the net operating losses of troubled corporations. Finally, the Article will propose an amendment to section 382 that would increase the likelihood that corporations will …

The Closely Held Corporation: Its Capital Structure And The Federal Tax Laws, William J. Rands

West Virginia Law Review

The labyrinthine provisions of the Internal Revenue Code make a decision on whether or not to incorporate a closely-held business astoundingly complex. To decide properly, one must understand the terms "C corporations," "S corporations," a partner's "distributive share," and a host of other cryptic concepts.' Even those initiated into the inner sanctums of Subchapters C2, K3 and S4 must advise their clients that their counsel.is based on the enterprise's projected revenues and expenses, estimates that may prove to be far off the mark. Moreover, changes in the Internal Revenue Code have been so constant that no one can feel confident …

Disparate Tax Treatment Of Different Types Of Business Organizations: Where Should We Go From Here?, Douglas A. Kahn

Articles

If several persons wish to join together in a common enterprise in order to pool their capital or labor or some of each, they may choose among a variety of available organizational structures that will serve that purpose. The most common entity forms are partnerships (including joint ventures), corporations, and trusts. While, in its typical structure, each of those entity forms has its own distinct characteristics, the structure of such organizations often is modified by agreement so as to adopt attributes of another type of entity. Because of this, the substantive distinction between entity types is blurred.

The Debt-Equity Regulations (Section 385), Felix B. Laughlin

William & Mary Annual Tax Conference

No abstract provided.

Corporate Distributions And The Income Tax: A Consideration Of The Inconsistency Between Subchapter C And Its Underlying Policy, Charles R.T. O'Kelley

Scholarly Works

This Article suggests that although one part of a corporate distribution may be analogous to a sale and the remainder to a dividend, there is no overlap of, or competition between, analogies. This lack of overlap is apparent when one realizes that a dividend and a sale are methods of realizing different types of gain, rather than alternative methods of realizing the same type of gain. This Article examines the basic conceptual model underlying the present system of taxing corporate distributions, describes the appropriate treatment of corporate distributions that is suggested by an understanding of the underlying concepts, and indicates …

Choice Of Entities For Holding Real Estate: Corporations, Leonard L. Silverstein

William & Mary Annual Tax Conference

No abstract provided.

Corporate Taxation - Net Operating Loss Carryovers Do Not Make Otherwise Worhtless Stock Valuable In The Hands Of The Corporate Shareholder, Jennifer Berke

Villanova Law Review (1956 - )

No abstract provided.

Penalizing Bribery Of Foreign Officials Through The Tax Laws: A Case For Repealing Section 162 (C)(1), Christopher Alan Lewis

University of Michigan Journal of Law Reform

Most commentary on these congressional attempts to use tax laws to control the ethics of overseas enterprises has centered either on the effectiveness of these provisions or on the burdens and difficulties involved with their implementation. This article, while discussing these issues, is concerned primarily with the conceptual justifications and the direct economic effects of these tax provisions. The article contends that section 162(c)(1) and the pertinent provisions of the Tax Reform Act of 1976 are disguised penalties which often operate arbitrarily and unfairly and concludes that they should be repealed in favor of more equitable and effective deterrents.

Complete Stock Redemption In A Family Corporation: A Warning About The Pitfalls Of Two Standards, Eric T. Johnson

Villanova Law Review (1956 - )

No abstract provided.

Eliminating The Capital Gains Preference. Part Ii: The Problem Of Corporate Taxation, Michael J. Waggoner

Publications

No abstract provided.

Interstate Corporate Income Taxation-Recent Revolutions And A Modern Response, Eugene F. Corrigan

Vanderbilt Law Review

In recent years significant technical advances have enabled large corporations to sell into states from great distances and with a minimum of contact in those states. Nevertheless, the states and their political subdivisions are confronted with the claims of corporations that jurisdictional barriers to corporate income taxes should be raised, that improved enforcement techniques should be prohibited, and that certain classes of income should be immunized completely from state taxation. These revolutionary technical advances have created both major tax administration problems and tax administration opportunities for the states. Some of the latter, however, remain unexploited. This article examines the ramifications …

Income Tax--Corporate Liquidations--Deductability Of Legal Expenses, Gary L. Call

West Virginia Law Review

No abstract provided.

Income Tax--Tax Free Transfers To Controlled Corporations, Frederick L. Delp, James P. Holland

West Virginia Law Review

No abstract provided.

Tax Problems Of The Straw Corporation, Louis G. Bertane

Villanova Law Review (1956 - )

No abstract provided.

Comparison Of Major Tax And Legal Advantages Of Operating In An Unincorporated Form, Douglas A. Kahn

Book Chapters

As an introduction to the subject of this conference, several topics will be discussed. First, the tax and non-tax consequences of conducting business in a partnership form will be examined and compared with the consequences of doing business in a corporate form. The principle concern of this paper, however, is to examine the tax consequences of transferring property to a corporation, whether such transfer is made at the time the corporation is organized or at some subsequent date.

Ca-7'S "Wisconsin Big Boy" Case Has Dire Implications In 482 Area, John W. Lee

Faculty Publications

The Seventh Circuit, in Wisconsin Big Boy, has recently indicated that arm's-length charges may not prevent a Section 482 reallocation among integrated multiple corporations. Mr. Lee analyzes this recent development and suggests that in the future the proper defense to a 482 attack may lie in a reasonable division of profits.

Defining Dividend Equivalency Under Section 302(B)(1), Alan R. Gordon

Villanova Law Review (1956 - )

No abstract provided.

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 …

Recent Cases, Law Review Staff

Vanderbilt Law Review

Corporations--Equity--Specific Performance of Stock Option Granted Because of Tax Advantage Feature of Option

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Property--Landlord-Tenant--Rabbinical Court Establishes Far-Reaching Standard of Landlords' Obligations to Tenants

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Taxation--Federal Estate Taxation--Under Treasury Regulation Section 20.2031-8(b), Value of Shares in Mutual Funds Is Public Offering Price on Date of Death Rather Than Redemption Price

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Taxation--Mineral Rights--Carried Interest Loses Deduction for Depletion, Depreciation, and Intangible Drilling Costs During Recoupment

The Liquidation-Reincorporation Device - Analysis And Proposed Solutions, Bruce D. Lombardo, Thomas C. Riley

Villanova Law Review (1956 - )

No abstract provided.

The Tax Benefit, Recoveries, And Sales Of Property Under Section 337, Don L. Ricketts

William & Mary Law Review

No abstract provided.

Multiple Corporations Under The Revenue Act Of 1964, James T. O'Hare

Vanderbilt Law Review

It is a maxim of taxation that where graduated tax rates are imposed on the income of a legal entity, tax avoidance in the form of income splitting will be attempted. This has proven true in the case of individuals' and trusts, and has more recently become true of corporations. For over a decade the law governing the tax status of affiliated corporations has been developing. The Revenue Act of 1964 introduces several important changes in the federal income tax treatment of multiple corporations. The purpose of this note is to examine the tax status of multiple corporations both before …

Book Review Of Corporate Tax Management, Emeric Fischer

William & Mary Law Review

No abstract provided.

Section 341(D) And (E)- A Journey Into Never-Never Land, William M. Goldstein

Villanova Law Review (1956 - )

No abstract provided.

Federal Tax Aspects Of Non-Profit Organizations, Marcus Schoenfeld

Villanova Law Review (1956 - )

No abstract provided.

Election, Operation And Termination Of A Subchapter S Corporation, Ronald R. Hrusoff

Villanova Law Review (1956 - )

No abstract provided.

Abstracts Of Recent Cases, Boyd Lee Warner Ii

West Virginia Law Review

No abstract provided.

Book Review Of Corporations And Corporate Distributions, Rexford R. Cherryman

William & Mary Law Review

No abstract provided.

§304 Of The Internal Revenue Code Of 1954: Redemptions By Related Corporations, Thomas D. Terry

William & Mary Law Review

No abstract provided.