This course will take a problem- and project-oriented approach to various advanced issues in the taxation of corporate mergers and acquisitions.

Required:

1. Lind, Schwarz, Lathrope, & Rosenberg, Fundamentals of Corporate Taxation, 4th ed. (Foundation Press, 1997) (the "Text") and current (1999) supplement thereto ("Supplement"); AND

EITHER 2. OR 3., below:

2. Commerce Clearing House, Federal Income Tax Code and Regulations, Selected Sections (1999-2000 ed.) (Martin B. Dickinson, ed.); OR

3. Commerce Clearing House, Internal Revenue Code (1999) (the "Code") [two volumes] AND Commerce Clearing House, Income Tax Regulations (1999) (the "Regs") [six volumes].

Recommended but not required: Bittker & Eustice, Federal Income Taxation of Corporations and Shareholders, Student Edition, and current supplement.

Taxable Corporate Acquisitions

Acquisitive Reorganizations

Corporate Divisions

Limitations on Carryovers of Corporate Attributes.

Class assignments will be made, in class, in the preceding week. Students are responsible for reading the Text and Supplement pages assigned and the Code and Regulation provisions assigned by the text (or as modified by the assignment), and for working through the problems assigned, prior to class.

Class attendance, preparation, and participation are required. Students are directed to familiarize themselves with Policy IV-F of the Law School Policy Manual policy regarding class attendance. The American Bar Association requires attendance at no less than 80% of all scheduled classes; failure to meet this requirement may result in administrative withdrawal of the student from the course. Example: Attendance at 11 of the 14 scheduled hours of class time constitutes attendance at 78.6% of the scheduled classes; 12 of 14 is 85.7%.

Grades will be based on the student's grade on the final project and on class participation. No papers, quizzes, or midterm examinations will be given or required except as provided below. However, final grades may be lowered, as described immediately below.

One or two mandatory drafting, research, and/or negotiation assignments may be made during the course of the semester. These assignments are likely to require library research in addition to drafting and/or in-class negotiation. If made, these assignments will be graded on a pass/fail basis, and are required. The student's grade will be lowered by one increment for failure to receive a passing grade on each such assignment. Increments are defined as follows: A, A-, B+, B, B-, C+, C, C-, D, E.

Example: For example, a student who receives a B- grade on the final exam, but fails to receive a passing grade on one such assignment will receive a C+ grade in the course (lowered by one increment: B- to C+).

In this course, the mandatory drafting/research/negotiation assignments will be brief. For example, one such assignment will require each student to research, summarize, and present to the class at least one recent development in the corporate tax acquisitions area, during the semester.

Class Participation: Five (5%) of your final grade will be based on your level of class participation (typically ranging from 100% to 70%), meaning class attendance, preparedness, participation in class discussions and in-class exercises, and raising and answering questions in class. In this class, students are expected to participate in round-table discussions of the topics undertaken, including independent thought and/or research on various relevant topics.

Final Project: In lieu of an examination, 95% of your final grade will be based on your grade on a written final project due no later than 5:00 p.m., Friday, December 17, 1999. Instructions for the final project will be handed out no later than Tuesday, November 30, 1999. The final project must be typed, double-spaced, and on 8 ½ x 11 white paper with one-inch margins all around. You can expect this project to ask you to structure a corporate acquisition for tax purposes and to include some research and drafting, at least. There will be no final examination in this course.

My office is located in Room 545 on the fifth floor on the southwest side of the building. My direct number/voice mail is 236-6273; if I am unavailable there, you may try 323-8216 (mobile). I can also be reached by e-mail to sdaicoff@law.capital.edu at school but cannot access this e-mail account at home, in the evenings, or over the weekend. You are encouraged to ask me questions by e-mail during the week.

Office hours are: Wed. 11:00 a.m.–noon and 1:30–3:30 p.m., Thurs. 1:30-3:30 p.m., and Friday 5:30–6 p.m. in my office, faculty lounge, or Room 208.

--Read text pages 342-368 and p. 23 of the 1999 supplement and all Code and Regulations §§ assigned by the text. Do all problems on p. 364-6 for class Tuesday, Oct. 26.

Weeks 2 and 3: Tax-Free Reorganizations

--Text pages 405-413, 433-469 and pages 24-29 of the 1999 supplement (read supplement FIRST!).

--Text pages 469-475, 486-504.

Week 4: Corporate Divisions

--Skim Text pages 509-519, 526-549, 555-557, 558-562, and carefully read supplement pages 30-35. We will work on a "Morris Trust" type transaction in class.

Week 5: Miscellaneous Problems in Acquisitions (Carryover of Tax Attributes)

--Text pages 611-633 and possibly selected portions of text pages 634-702. Also read the handout on acquisition agreements.

Final Project Due: 5:00 p.m. Friday, December 17, 1999.