This course covers the federal income tax treatment of business breakups, including tax-free reorganizations and dispositions, and split-offs and spin-offs, from both the corporate and shareholder perspectives. It also covers techniques for how to dispose of unwanted business assets prior to a sale or other acquisition transaction and the carryover of corporate tax attributes.
Publication Date: August 2020
Topics Covered
- Taxable Breakups
- Divisive Reorganizations
- Dispositions of Unwanted Assets Prior to Sale of Business
- Tax”free split”off's, spin”off's and split ups
- Capitalization of transaction costs
- Corporate tax attributes including NOLs and tax credits
Learning Objectives
- Recognize types of divisive reorganizations results in a distribution of sub stock
- Identify consideration of shareholder tax treatment with respect to divisive reorganizations
- Identify requirements of various types of tax-free reorganizations
- Describe situations involving tax-free split-offs and spin-offs
- Identify corporate tax attribute carryover rules
- Recognize and explain which transaction costs must be capitalized rather than deducted
- Identify correct statements regarding breakups
- Describe a Type D reorganization
- Recognize a general requirement for a Section 355 spinoff or split off
- Differentiate judicial doctrines and how they apply
Level
Basic
Instructional Method
Self-Study
NASBA Field of Study
Taxes (2 hours)
Program Prerequisites
None
Advance Preparation
None
Instructor
Jennifer Kowal
Jennifer Kowal, JD, has been a tax professor and the director of the graduate tax program at Loyola Law School in Los Angeles since 2003. Loyola’s graduate tax program offers an LL.M. in Taxation for attorneys and a Master in Tax Law for non-lawyers. Professor Kowal teaches courses in advanced income taxation, income tax timing issues, corporate taxation, and tax research, among others. Prior to teaching at Loyola, Professor Kowal taught in the International Tax Program at Harvard Law School.
She also practiced law with the firms of Irell & Manella in Los Angeles and Ropes & Gray in Boston, advising clients on the taxation of various business transactions, including cross-border, partnership and corporate structures. Professor Kowal holds a BS in Accounting with distinction from the University of Kansas, and a JD from UCLA School of Law, where she was a member of the Order of the Coif.