TA 322B.WC1 Federal Income Taxation of Corporations and Shareholders II Cross-Listed with and Equivalent to LLM 322B.WC1

TA 322B.WC1 Federal Income Taxation of Corporations and Shareholders II Cross-listed with and equivalent to LLM 322B.WC1

Students enrolled in a web-conference section (WC) will attend and participate in the class live via Zoom. Students should access the Zoom classroom on their device (computer, laptop, phone, etc.) and have a working camera and microphone.

George C. Koutouras Adjunct Professor Bruce F. Braden School of Taxation and School of Accounting Golden Gate University

Contact Information Email: [email protected] Telephone: 310.988.9658 Office Hours: By Appointment

First Day of class: May 10, 2020, 6 pm – 8:40 pm Last Day of class: August 22, 2020

Course Description

Covers specific issues related to corporate transactions including taxable and non-taxable transactions including reorganizations and divisions; carryovers of tax attributes; limitations on carryovers. Prerequisite: TA 322A.

Learning Outcomes

After successfully completing this course, students can expect to be able to do the following:  Anticipate tax outcomes of transactions based on an understanding of the elements of consideration exchanged and the objectives of the statutory provisions that govern transactions between corporations and their shareholders.  Understand corporate transaction forms both taxable and nontaxable, acquisitive and divisive.

Page | 1  Understand related consequences of transactions, including effects on tax basis, tax attributes and holding periods.

The outcomes for this course support the overall outcomes for the Master of Science in Taxation.

Graduates of the Master of Science in Taxation program will: The Master of Science in Taxation stresses real-world skills that empower students to be exceptional tax professionals. Many of the "Big Four" firms hire GGU graduates and send their employees to GGU to update their tax education. Courses are taught by tax practitioners and lawyers who are experts in their field — in an environment that promotes the development of analytic and communication skills. The curriculum spans estate and gift tax; partnerships; C corporations; LLCs and S corporations; California and multi-state tax; international tax; retirement plans; tax issues for individuals; and tax research. GGU provides the option for a self-paced online format or in-person as part of an accelerated MST cohort format.

* Note: This course also serves the outcomes of tax certificate programs.

Course Materials

Textbook(s)

 Fed Inc Tax of Corps & Shareholders (w/2019 Supplement), if available, student edition. o $169.75 to $226.25 o ISBN:9781508305538 o Author: Bittker o Publisher: Thomson Reuters o Formats: Hardcover or Softcover o Copyright Year:2019

 Internal Revenue Code, CCH (latest edition) o ISBN-13: 978-0808039471 o ISBN-10: 0808039474

 Income Tax Regulations, CCH (latest edition) o ISBN-13: 978-0808039402 o ISBN-10: 0808039407

Bookstore

To purchase course books and materials from eFollet, GGU's official online bookstore, go to www.ggu.bkstr.com

In addition to these hardcopy materials, students will be introduced to a selection of electronic tax data bases widely available and used in the tax profession. Students will have access to the electronic research data bases through Golden Gate University while enrolled in the course. Logins will be distributed within the first week of class.

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Resources

Business Library

Access research assistance, databases, books, e-books, journals, e-journals, and research guides to help you navigate the research process.

 Library Resources/Services http://www.ggu.edu/libraries/business-library  Key Library Contacts http://www.ggu.edu/libraries/business-library/contact  Research Guides http://www.ggu.libguides.com/index/subject

Remote (off-campus) access to resources requires you to enter your last name and student ID# when prompted (located on the front of your ID card). Be sure to type in ALL 7 digits, including the starting 0. Example: 0123456.

Tutoring

Math and writing tutoring are available online or in-person at GGU's San Francisco campus. Please click here for more information. Tax tutors are also available both in person at GGU’s San Francisco campus and online via telephone, email or Zoom video-conference. For schedules and availability, click on the link “Tax Tutoring Info” in the “Connect With Us!” box on the right side of our Moodle classroom.

Disability Resources for Students

GGU complies with the regulations of the Americans with Disabilities Act and seeks to ensure that all programs and services are fully accessible to our students with disabilities or learning differences who identify and express their needs.

If you think you qualify for an accommodation based on a disability or learning difference, please contact the Office of Disability Resources & Academic Accommodations to initiate the process. All calls are confidential. Call 415-442-7862 or Email [email protected]

If you require accommodations, be sure to make your requests at the beginning of each trimester as accommodations are not retroactive.

To request accommodations go to http://www.ggu.edu/ggu-forms/disability-services-request.gsp

Wellness Resources

If you are experiencing a stressful situation and would like to talk with a counselor on a confidential basis, contact Wellness Resources for an appointment; the first four sessions are free. Call: 415-442-6578 or Email: [email protected]

Contacting the Instructor

The best way to contact me is by email at [email protected] or by phone 310.988.9658, with an appointment.

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Classroom Guidelines, Student Responsibilities & Evaluations

Reservation of Rights

This syllabus attempts to clearly set forth how the class will be structured. However, circumstances often change. I reserve the right to modify the syllabus when, in my sole discretion, I determine that the change will better achieve our stated learning objectives.

Student Responsibilities

Students have the following responsibilities in this, and any other course taught at Golden Gate University:

1) Read syllabus and course information carefully. 2) Read lectures and other required learning materials online carefully and before each class. 3) Participate in discussions (in-person and/or online) and engage in learning activities. 4) Actively engage the material and ask questions of the instructor when confused about any aspect of the course. 5) Complete activities (discussion, quizzes, case studies, essay, applied learning assignment and final exam) in a timely manner following the instructions for each activity. 6) Treat other students and the instructor with civility and respect. 7) Abide by the Student Code of Conduct

Credits/Units Earned and Time Expected for this Course

A unit of credit equates to three hours of student work per week for 15-16 weeks. For a 3-credit 15-16 week class, this equates to approximately 9 hours of student work per week. For a 3-credit 8-week class, this equates to approximately 18 hours of student work per week. Students will complete readings, activities, discussions and exercises all contained within the weekly structure. Students should participate in discussions when applicable by contributing experiences and ideas as well as challenges and solutions, as appropriate. Good participation includes a willingness to contribute ideas as well as to ask for clarification, show support for opinions and demonstrate respect for everyone in the class. Good participation also requires that students be fully engaged and submit quality work by the specified deadline.

Attendance and Participation

It is expected that students attend class, have read and prepared the required materials before class and participate in a meaningful, informed and engaged manner in the classroom.

Course Evaluations

You will receive an opportunity to evaluate the course and instructor at least once this term. The course evaluations are anonymous and help us to improve the quality of teaching and learning at Golden Gate University. Please take a few minutes to complete these course evaluations when they become available. Your input is valuable to us. Your instructor will receive a summarized, redacted version of the evaluation results, but not until after grades are submitted.

Policy on Academic Integrity

GGU's Policy on Student Academic Integrity is in effect at all GGU teaching locations, including regional classroom sites, corporate sites, and distance courses delivered in any medium. This policy applies to all students taking classes offered by the Ageno School of Business, Braden School of Taxation, the School of Accounting and Undergraduate Programs.

Academic integrity means doing academic work in a manner that strives to achieve the learning objectives your courses have set out for you. It means that you follow the rules and procedures prescribed by your instructors so that you acquire the

Page | 4 skills and knowledge your courses are designed to give you. It means that you engage in ethical practices in taking tests and doing assignments and that you respect intellectual property rights by fully disclosing sources of information that appear in your papers and presentations.

Read the entire Academic Integrity policy here.

Course Requirements

This course runs 15 weeks and meets Monday from 6 pm – 8:40 pm. It is expected that students will read the assigned materials and complete the research assignments before class so as to come prepared to discuss their efforts and experiences. The course grade will consist of two examinations (a midterm and a final exam), together with class participation.

Grading Policy

Point distribution and/or weight of each graded activity in this course are shown below.

Assignment Description Project Assigned/Due Points Midterm Take Home, Open Book June 22 35%

Final Take Home, Open Book August 17 45%

Constructive class 20% participation

The final grade will be based on a curve and not on an absolute predetermined scale.

The mid-term and final examinations will cover the topics discussed in the course. The amount of possible points for each problem is indicated at the beginning of the problem. The total number of points available in the midterm examination and the final examination are 325 and 325 points respectively. In grading each problem, points will be allocated for: 1. Identifying issues 2. Correctly identifying the appropriate authority which deals with the issue 3. Correctly citing the appropriate authority 4. Correctly applying the appropriate authority to the facts in order to answer the specific questions asked Please note it is important that you indicate any assumptions you feel you must make.

Instructor Bio

With more than 20 years of experience as a national tax advisor for 2 of the Big Four accounting firms, author, and instructor, George has devoted his career to advising corporate and private equity clients on taxation of corporate life-cycle events, such as acquisitions, integrations, dispositions, reorganizations, spin-offs, distributions, and public offerings. Much of Page | 5 his large enterprise transaction tax work applies to corporations of all sizes. Throughout his career he has advised on multi- jurisdictional transactional tax matters throughout all stages of the acquisition process from pre-acquisition planning, during tax due diligence, and through post-merger integration. In so doing, George led transaction teams around the world to help companies acquire, integrate, and effectively manage global taxes.

Additionally, George had extensive experience helping troubled companies and creditors manage and mitigate cash tax expense, enhancing their ability to meet other cash needs. In addition to actively advising troubled companies over his career, he assisted many of the largest bankruptcy estates throughout the economic downturn beginning in 2008 and assisted companies anticipate and efficiently manage bankruptcy and debt restructuring tax issues from pre-petition periods, through the claims process, plan development, emergence, and beyond. Core issues encountered include tax refunds, proof of claim defense, legal entity reorganization efficacy, net operating loss preservation, and cancellation of debt consequences.

George developed a core competency in taxation of reorganizations, consolidated groups of corporations and cross-border transactions, including taxation of changes in supply chain, intellectual property, and global expansion. He has represented clients through the IRS ruling process and has helped document technical analysis of tax law in support of taxpayer positions for use in IRS audits. George is a nationally recognized author having written four Bloomberg Tax Management Portfolios on various transaction tax topics and has lectured at universities across the country, both a guest lecturer and as faculty.

EDUCATION & AFFILIATIONS Bachelor of Science, Accounting and Finance, University of Michigan Juris Doctor, University of Detroit Master of Laws (Taxation), Georgetown University Law Center Attorney Licensed in Illinois

Course Outline

Session Topic

1 Introduction to corporate entities transaction forms, taxable, and nontaxable transactions, Judicial doctrines 2 Taxable transactions and introduction to exceptions Sections 1001, 1060, 338, 336(e), 1202, Transaction Costs 3 Continued 4 Introduction to Reorganizations and tax consequences of a nontaxable transaction. Sections 368, 354- 363 5 Continued 6 Tax Attributes. Sections 382, 383, 384, 312 and 316 7 Continued 8 Mid-term Exam 9 Asset Based Reorganizations. Type A, C, Acquisitive D, Forward Triangular Mergers. Section 368 10 Continued 11 Stock Based Reorganizations. Type B, Reverse Triangular and Divisive D. Sections 368 and 355

Page | 6 12 Continued 13 Single Entity Reorganizations. Type E, F, and G Reorganizations 14 Continued. Cancellation of Debt under Section 108 15 Final Exam

Students enrolled in this section are required to attend classes via the Zoom web conference application on Mondays from 6:00PM - 8:40PM Pacific Time. The application can be downloaded from https://zoom.us/. Please refer to the course syllabus for further details. Cross-listed with TA 322A SF1.

Analyzes tax treatment, tax problems and tax planning techniques involving transactions between corporations and their shareholders: transfers to corporation; capital structure; dividends and other distributions; stock redemptions and liquidations; stock dividends and preferred stock bailouts; and introduction to S corporations. Cross-listed with and equivalent to LLM 322A. Prerequisite: TA 330.

Page | 7 It is recommended that students also complete TA 338 prior to enrolling in TA 322A. Corequisite: TA 338.

Covers specific issues of operating in corporate form: corporate reorganizations and divisions; carryovers of tax attributes; limitations on carryovers. Prerequisite: TA 322A.

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