Corporate Reorganizations

2 Credit Hours

This course builds on the fall semester Corporate Taxation course to explore the taxation of various corporate acquisition and restructuring transactions. The bulk of the material involves the impact of section 368 of the Internal Revenue Code and related provisions on mergers, stock-for-stock acquisitions, stock-for-assets acquisitions, recapitalizations and other non-acquisitive reorganizations, as well as spin-offs and other forms of divisive reorganizations. Coverage is also given to provisions governing the transfer of net operating losses and other tax attributes in connection with acquisition transactions, as well as the influence of various nonstatutory doctrines on the evolution of the rules under which the tax consequences of such transactions are determined. Registration Requirements: Basic Tax is a prerequisite for this class. Evaluation Methods: Final Examination.