Reorganization, Liquidations and Consolidated Returns

Open to students who have completed an undergraduate degree in accounting or who have completed the graduate core coursework for the MS in Accounting or the MS in Risk Management Accounting/ CPA concentration, or permission of the department. This course provides a comprehensive examination of the principal U.S. federal income tax rules applicable to corporations and their shareholders governing thestructuring or restructuring of a business enterprise. Transactions which will be covered include mergers and acquisitions, joint ventures, taxable and tax-free reorganizations, spin-offs, and post-merger integration. Emphasis will be placed on mastery of the technical rules and their practical application (including drafting oftax related contract provisions). The objective of this class is to consider both (1) the technical federal income tax rules, (2) the underlying fundamental tax policy objectives of the federal corporate income tax rules and (3) the major tax planning considerations that must be addressed in corporate structuring. Provides an in-depth coverage of the federal consolidated group regulations. Emphasis placed uponconsolidated issues arising from acquisitions and dispositions of members, including the ramifications of section 338 and section 338(h)(10) elections. Additional topics covered include affiliated group status, intercompany transactions, limitations pertaining to the use of net operating loss carryovers and other tax attributes, stock basis calculations, the loss disallowance rules relating to dispositions, unique electionsavailable to consolidated groups and consolidated group tax planning opportunities.

034230