The Corporate Tax course applies many of the basic principles in Basic Federal Income Tax to the dealings of corporate taxpayers and their shareholders (who may be individuals).  We will begin the study of corporate tax with an overview and then cover the life cycle of a C corporation (from “cradle to grave”). The Burke book is quite good, but the material is difficult.  It is important to read the assignments in advance of class in order to participate in and benefit from the class discussion.  

The assignments on the syllabus are organized by topic.  We will proceed through the syllabus and we will cover most, but probably not all, of the material listed in the following syllabus for this course.  For purposes of the final examination, you will be responsible only for the parts that we do cover in the course.   

Lecture I          

Chapter 1

A.        Introduction Pages 1-4

B.        Capital Gains Pages 4-6

Chapter 2       

1(A).   Corporate Classification Pages 35-37

1(D)    Recognition of the Corporate Entity Pages 38-39

 2(A-B) Corporate Rate Structure Pages 40

 6(A)     Debt versus Equity Pages 50-51

Lecture II       

Chapter 3

1.         Introduction Pages 59-61

Handout: The Black Letter of Corporate Tax (this handout is for your use in demystifying the tax consequences of various events in the life cycle of a corporation. We will not discuss it in class.)

2.         Nonrecognition Pages 61-66

3.         Treatment of Boot Pages 71-74 skip section D

4.         Assumption of Liabilities Pages 75-78

5.        Transferor’s Basis and Holding Period Pages 86-91

6.         Transferee Corporation Pages 97-101       

Lecture III       

Chapter 4 

1.— 5. Nonliquidating Distributions    Pages 113-133

 7(A).    Intercorporate Dividends Pages 134-135

Lecture IV       

Chapter 7

1. — 2. Complete Liquidations Pages 213-217 skip B                              

3. Pages 220-225

5. Liquidation of a Subsidiary Pages 236-243 skip E

In this course, you will learn the basic structure and fundamental concepts of the United States' federal corporate income tax system, focusing on the rules that apply to corporate taxpayers.  Along the way, we will examine the policy, political and institutional factors that determine how our federal tax laws are designed, enacted, interpreted, and enforced including the Tax Cut Jobs Act of 2017.  I teach using the problem method and will emphasize reasoning and research over memorizing details (although some of that is inevitable, of course).

Goals for the Semester

That you are exposed to the Internal Revenue Code (“Code”).

That you engage the material during class, not merely transcribe the words that you hear.

That you strengthen your existing critical reading skills so that you become a skeptical reader, which will better prepare you for the practice of law.

That you understand basic business terms and transactions, regardless of what area of the law you ultimately will practice.  The lawyer who understands her client’s business will prove to be invaluable to the client.

That you enhance your problem-solving skills. The successful lawyer must figure out a way to get to yes when the easy answer is no. 

That you discover the relevance of tax policy issues to everyday life.

> 70% attendance requirement

In person lectures. Students are expected to actively participate in class.

The exam will be one and a half hours, open book with problems. You may bring in (2) any outline; (3) any handouts that were made available to the class; (4) your class notes; and (5) a basic calculator. You may bring into the exam the readings, commercial outlines, and other secondary sources. No e book access will be available, and students should print out along the way in hard copy if you wish to have access to it for the exam.  The exam will require you to integrate and apply the material covered in class.  The problems we work on in class should assist you in preparing for the exam.  The part of the final class session will be review and a discussion of a prior exam.

Please log in with your WU account to use all functionalities of read!t. For off-campus access to our licensed electronic resources, remember to activate your VPN connection connection. In case you encounter any technical problems or have questions regarding read!t, please feel free to contact the library at readinglists@wu.ac.at.

• 1. When writing a seminar paper, the introduction must contain a declaration of the use of AI. If no form of AI was used, a note to this effect is sufficient. If AI was used, the introduction must explain accordingly where and in what form.
  2. For seminar papers, increased attention will be paid to:
• Whether the processed legal status is up-to-date
• Correct/existent citations
• Correct use of abbreviations
• Comprehension
• Errors in the outline