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accounts receivable accumulated earnings acquiring corporation acquisition adopted allocated amended amount apply assets basis Blackacre capital gains Casebook cash Circuit Code Commissioner common stock Congress constitute construction controlled corporation corporate tax Cum.Bull debt decision deduction deemed depreciation determining distributing corporation earnings and profits election exchange fact fair market value gain or loss Helvering holders holding individual interest Internal Revenue Service investment issue liability Mason & Dixon ment merger nonrecognition operating ordinary income outstanding stock ownership paid partnership payment percent petitioner poration preferred stock prior provides purchase pursuant qualify recognized redeemed redemption regulations reorganization requirement Rev.Rul REVENUE RULING section 306 stock sell Service shareholder's shareholders Shorewood sold statutory stockholders Subchapter subsidiary supra tax avoidance tax benefit rule tax consequences Tax Court tax rates taxable income taxation taxpayer tion trade or business transaction transferor transferred Treas.Reg treated treatment trust United voting stock