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Federal Income Taxation of Corporations and Partnerships, Seventh Edition

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Authors
  • Howard E. Abrams
  • Don A. Leatherman
  • Thomas Brennan
Series / Aspen Casebook Series
BOOKMARK
Book length
950 pages
Publication Date
2025-02-24
Edition
Seventh Edition
Teaching Materials
NO
Description
Table of contents
Preface

Buy a new version of this textbook and receive access to the Connected eBook on Casebook Connect, including lifetime access to the online ebook with highlight, annotation, and search capabilities. Access also includes an outline tool and other helpful resources. Connected eBooks provide what you need most to be successful in your law school classes.

This well-regarded textbook continues its fundamental approach of clear explanations, pervasive examples, and comprehensive problem sets throughout. Utilizing a problems-based approach, Federal Income Taxation of Corporations and Partnerships, Seventh Edition, by Howard E. Abrams, Don A. Leatherman, and new co-author Thomas J. Brennan covers taxation of the three major categories of business entities: Corporations, S Corporations, and Partnerships.

New to the Seventh Edition:
  • Revised and expanded explanation of §351 contributions with boot and with assumption of liabilities, including examples and illustrative diagrams
  • Discussion of new corporate alternative minimum tax
  • Revised and expanded explanation of §332 subsidiary liquidations, with Associated Wholesale Grocers summarized and explained rather than reported in full
  • Revised and expanded explanation of taxable acquisitions and §338 elections, including coordinated examples in different situations and illustrative diagrams
  • Expanded discussion of the effect of prior and subsequent transactions on reorganizations, with new addition of J.E. Seagram Corp. and notes, and revised and expanded discussion of multi-step mergers, with Rev. Rul. 2008-25 summarized and explained rather than reported in full
  • New discussion of the excise tax on the repurchase of corporate stock
  • Expanded discussion of the treatment of consolidated groups
  • Streamlined partnership discussion by removing coverage of non-Subchapter K loss limitations
  • New note on private equity waivers of guaranteed payments in favor of additional profit shares and the government response under section 707(a)(1)
  • New note on partnership basis shifting transactions and the government’s responses
  • Additional and revised problems in Subchapter K chapters
Professors and students will benefit from:
  • Problems and examples in addition to cases and notes to cover all aspects of the subject
  • Additional and revised problems in Subchapter K chapters
  • Illustrations of typical commercial transactions
  • Flexible enough to be used in two-, three-, or four-credit courses
  • Stand-alone coverage of C corporations, S corporations, and partnerships
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Table of Contents
Summary of Contents

Contents 
Preface

PART I SUBCHAPTER C CORPORATIONS 
Chapter 1. Introduction to the Corporate Income Tax 
Chapter 2. Corporate Formation
Chapter 3. Corporate Operation 
Chapter 4. Distributions of Cash and Property 
Chapter 5. Redemptions and Partial Liquidations 
Chapter 6. Distributions of Stock 
Chapter 7. Liquidations 
Chapter 8. Integration of the Corporate and Individual Income Taxes 
Chapter 9. Taxable Acquisitions
Chapter 10. Acquisitive Reorganizations
Chapter 11. Divisive Reorganizations
Chapter 12. One-Party Reorganizations
Chapter 13. Combining Tax Attributes: Net Operating Losses and Affiliated Corporations
Chapter 14. Penalty Provisions 
Chapter 15. The Corporation as a Separate Taxable Entity 

PART II SUBCHAPTER S CORPORATIONS
Chapter 16. S Corporations: Overview 
Chapter 17. S Corporations: Selected Topics 
Chapter 18. Transition Issues

PART III SUBCHAPTER K PARTNERSHIPS 
Chapter 19. The Structure of Partnership Taxation 
Chapter 20. Determining Distributive Shares
Chapter 21. Partner’s Outside Basis
Chapter 22. Nonliquidating Distributions
Chapter 23. Acquisitions of Partnership Interests 
Chapter 24. A Partner’s Transactions with the Partnership 
Chapter 25. Dispositions of Partnership Interests 
Chapter 26. Inside Basis Adjustments
Chapter 27. Partnership-Level Issues 

Table of Cases 
Table of Revenue Rulings and Procedures 
Index
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Preface
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About the authors
Howard E. Abrams
Emory University

Howard E. Abrams graduated from the University of California at Irvine in 1976, and after a year of graduate study in mathematical physics he attended Harvard Law School. Graduating in 1980, Professor Abrams clerked for Chief Judge Tannenwald of the United States Tax Court and practiced for a short while with the Los Angeles office of Brobeck, Phleger Harrison. Professor Abrams joined the Emory Law School faculty in 1983 and now teaches Contracts, Fundamentals of Income Taxation, and Partnership Taxation. Professor Abrams has taught at Berkeley (Boalt Hall), Cornell Law School, the University of Oklahoma School of Law, Georgia Law School, and Leiden University in the Netherlands, and in the spring of 2009 he will be the Maurice R. Greenberg Visiting Professor at Yale Law School. During the 1999-2000 academic year, Professor Abrams was the Director of Real Estate Tax Knowledge at Deloitte Touche, LLP, in Washington, DC. Profesor Abrams spent 2003 in residence at Steptoe Johnson, LLP, in Washington, DC, of counsel to that firm. Professor Abrams is the author or co-author of four books: Federal Income Taxation of Corporations and Partnerships, Federal Corporate Taxation, Essentials of U.S. Taxation, and Federal Income Taxation of Partnerships and Other Pass-Thru Entities. His articles have appeared in the Harvard Law Review, the Tax Law Review, the Tax Lawyer, the Virginia Tax Law Review, Tax Notes, and other periodicals. Professor Abrams has on four occasions been recognized for excellence in teaching.

Don Leatherman
University of Tennessee

Professor Leatherman has been a member of the University of Tennessee faculty since 1994. He speaks frequently at meetings of tax professionals, including the Tax Section of the American Bar Association (the "ABA") and programs of the Practicing Law Institute. He also publishes regularly. He generally speaks and writes on federal income tax issues relating to consolidated groups. Before joining the UT faculty, Professor Leatherman worked at the Internal Revenue Service and in private practice.

Thomas J. Brennan

Thomas J. Brennan is the Stanley S. Surrey Professor of Law at Harvard Law School. His research uses mathematical tools and financial economic theory to analyze tax law and develop ideas for tax policy reform. His areas of study and teaching include the taxation of capital, the taxation of financial instruments, the taxation of business corporations and other entities, and the analysis of strategic tax planning. He also uses empirical methods to study the effects of tax laws, including the behavior of multinational firms in response to tax holidays and changes in the taxation of overseas earnings. His work has been published in leading scholarly journals, and he is the recipient of several distinguished teaching awards.

Professor Brennan received an AB in mathematics from Princeton University, an AM in mathematics from Harvard University, a PhD in mathematics from Harvard University, and a JD from Harvard Law School. After law school, he practiced as a tax attorney with Cravath, Swaine & Moore LLP, and he later worked as a strategist for the Capital Markets Strategies group at Goldman, Sachs & Co.

His prior academic appointments include Visiting Professor of Law at Columbia Law School, Professor of Law at Northwestern University School of Law, where he also held a courtesy appointment and taught in the Finance Department at the Kellogg School of Management, and Visiting Scholar at the MIT Sloan School of Management, where he was part of the Laboratory for Financial Engineering.
Product Information
Edition
Seventh Edition
Publication date
2025-02-24
Copyright Year
2025
Pages
950
Connected eBook + Hardcover
9781543857795
Connected eBook (Digital Only)
9798894102443
Subject
Taxation, Elective , Taxation, Federal Income
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