LAW 7613 Corporate Taxation II
M/T9:00 a.m.-10:15 a.m.; Room 382
Spring 2018 Syllabus
Prof. Charlene Luke
Office phone: 352-273-0658
Office #: 326 Holland Hall
Office hours: M@10:30 a.m.–noon; T@12:30–2:00 p.m.; or by appointment
Course Description and Preparation Time:
This course focuses on taxable and nontaxable restructurings, including liquidations, acquisitions, and divisions, involving U.S. “C” corporations. This course focuses on U.S. domestic law and does not examine the issues that would be raised by multi-national enterprises or cross-border transactions.This course is 3 credits. You should spend at least 3 full hours preparing for each class meeting. This is the minimumpreparation time needed for you to be able to follow class discussion; the material is complex and will require many more hours of study for mastery. You will likely also need to review concepts discussed in Corporate Taxation I.
Course Expectations and Learning Outcomes:
-Learn a selection of federal income taxation rules relating to C corporation liquidations, acquisitions, and divisions.
-Improve ability to interpret and apply tax statutes and regulations.
-Establish a base from which to acquire further tax expertise.
Course Prerequisite:
You must have taken Corporate Taxation I (@U.F. LLM) or receive permission from Professor Luke.
Methodology & Course Materials:
The course will be taught through problem-solving and lecture. Students are expected to participate in class (see “Evaluation & Requirements” below). A slideshow review of the key concepts discussed during class will be made available through TWEN for each course segment, but that will not be made available until after a segment is completed in class. Class time will not be used to review the slides (or other review materials that may be provided), but optional review sessions may be scheduled, including to review topics covered in Corporate Taxation I.
The books you are required to bring to class are(1) Stephen Schwarz & Daniel J. Lathrope, Fundamentals of Corporate Taxation, Cases and Materials (9th ed.)and (2)McDaniel, McMahon & Simmons, Study Problems to Federal Income Taxation of Corporations (4th ed.). You are also required to study various provisions of the current Internal Revenue Code and Treasury regulations. You may use digital copies of these primary sources, but remember to have them readily accessible during class.You will also be assigned additional reading through TWEN.
If you wish to consult a supplementary book on corporate tax, I recommend (1) Leandra Lederman & Michelle Kwon, Understanding Corporate Taxation (3d ed.) (this is a relatively short overview book with examples); and(2) Bittker & Eustice:Federal Income Taxation of Corporations and Shareholders (this is a treatise, available on Westlawby navigating to the Warren Gorham & Lamont (WG&L) tax treatises section).
Evaluation & Class Attendance Policy
Grade
5 percent: Participation
95 percent: Final Exam
Class Participation & Attendance
You are expected to attend class and to be prepared to respond to questions about the assigned problems and reading; attendance will be taken each day. Repeated lack of preparedness may be counted as an unexcused absence.Repeated class disruption (e.g., excessive noise, texting, personal internet use, arriving late, leaving early) may be counted as an unexcused absence. You will be notified each time you accrue an unexcused absence on account of lack of preparedness and/or disruptive behavior.
Absences taken for observance of religious holidays will be excused with completion of a makeup assignment. If you are planning to miss class for a religious holiday, please let Prof. Luke know. If you are absent because of a special situation (sickness, family emergency, job interview, etc.), the absence may be excused at Prof. Luke’s discretionafter you have provided any documentation of the situation requested by Prof. Lukeand you have completed a make-up assignment.If you are dealing with a personal situation of high difficulty and prolonged duration, please seek assistance from Student Affairs as soon as possible.
If you have more than four unexcused absences from regularly scheduled classes, your participation grade will be 0, you may be barred from taking the final exam, and you will be barred from participating in the retesting process (see below).
Final Exam
The final exam will be five hours and will be given on the day scheduled by the law school. The exam will be given at the law school and you will be required to use ExamSoft. The exam will be open book, but access to the Internet will be prohibited. Whether you will be permitted to have access to digital files (e.g., files on your laptop’s hard drive) will be determined at a later date and will depend on the capability of ExamSoft.
Students who receive a grade on the final exam lower than a B andwho have accrued four or fewer unexcused absences (see above) will have the opportunity to be retested. The highest possible exam grade obtainable through the retesting process will be the lower of (1) a B or (2) one full grade increase from the initial grade on the exam. For example, a student receiving a B- on the initial final exam and who has met the attendance requirement would be eligible to retest for an exam grade no higher than a B. A student receiving a C- on the final exam and who has met the attendance requirement would be eligible to retest for an exam grade no higher than a B-. The retesting process will not be used to lower grades. Re-testing is scheduled through discussion between the individual student and Prof. Luke, but re-testing must be completed no later than 2 months after grades are posted (note, this is separate from any requirement imposed by UF for graduation).
Exam delays and accommodations must be arranged through the Student Affairs Office. See “Disability Accommodation,” below).
Grade Scale & Grading Policies:
GradePoints
A (Excellent)4.0
A-3.67
B+3.33
B (Good)3.00
B-2.67
C+2.33
C (Satisfactory)2.00
C-1.67
D+1.33
D (Poor)1.00
D-0.67
E (Failure)0.00
Thelaw school grading policy is available at Note that the mandatory mean does not apply to LL.M. students.
Outline of Topics and Assignments:
Topics for the course are provided at the end of this syllabus. Detailed problem and reading assignments for the first topic are also listed; throughout the semester, new detailed problem and reading assignments will be provided. The topics to be covered may be revised to reflect the pace of class discussion and/or any new legal developments. For the first class meeting, complete the problems regarding §331 liquidations. Unless otherwise advised, you should assume that 5–6 problems will be covered per class session, and you should prepare accordingly.
Optional review sessions (including to go over review problems) may be scheduled during the semester, depending on student interest.
Disability Accommodation
Students requesting classroom and/or testing accommodations must first register with the Office of Disability Resources. The UF Office of Disability Resources will provide documentation to the student who must then provide this documentation to the Law School Office of Student Affairs when requesting accommodation. Student Affairs will then communicate with Prof. Luke as needed to assure the accommodation is provided. (Note: for guidance on requesting exam delays for other reasons (e.g., accident), see “Final Exam” section above).
Honor Code and Other Polices:
Students are required to follow the Honor Code. To review its requirements see
Students are expected to provide feedback on the quality of instruction in this course. These evaluations are conducted online at Evaluations are typically open during the last two or three weeks of the semester, but students will be given specific times when they are open. Summary results of past assessments are available to students, also at Additional law school and university policies may be found at
List of Topics; Reading & Problem Assignments
Reading assignments are drawn from the Schwarz & Lathrope casebook (CB), unless otherwise noted. Optional reading is drawn from Bittker & Eustice: Federal Income Taxation of Corporations and Shareholders (B&E) (this is a treatise, available on Westlaw by navigating to the Warren Gorham & Lamont (WG&L) tax treatises section). The problems are drawn from the McDaniel, McMahon & Simmons problem book, unless otherwise noted. It is also your responsibility to read the primary Code and regulation sections discussed in the casebook reading. Topics and assignments may be adjusted to take into account the pace of class discussions and any new legal developments.
I. Liquidations
- §331 Liquidations
Required Reading: CB 323–41; TWEN handout regarding new legislation
Optional Reading: B&E ¶¶10.00, 10.01, 10.20–.26
Problems: 1(a)–(c) (pg. 43); 2 (pg. 44); 4–5 (pgs. 45–46)
- Subsidiary Liquidations
Required Reading: CB 341–52
Optional Reading: B&E ¶¶10.10–.15
Problems: 1–5 (pgs. 47–49)
II. Taxable Corporate Acquisitions
III. Tax-Free Acquisitive Reorganizations
IV. Corporate Divisions
V. Nonacquisitive, Nondivisive Reorganizations
VI. Carryovers of Corporate Tax Attributes
VII. Affiliated Corporations
VIII. Anti-Avoidance Rules
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