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9th Cir accumulated earnings tax acquiring corporation acquisition adopted allocated amount apply assets basis boot capital gain Casebook cash Circuit Code Commissioner common stock Congress constitute controlled corporation corporate tax corporation's Cum.Bull debt decision deduction depreciation determining distributing corporation earnings and profits earnings tax election exchange fact fair market value gain or loss Helvering holders holding interest Internal Revenue Internal Revenue Service investment issue liabilities Mason & Dixon ment merger nonrecognition operating ordinary income outstanding stock ownership paid parent corporation partnership payment percent petitioner plan of liquidation poration preferred stock prior provides purchase pursuant qualify realized received recognized redeemed redemption regulations reorganization requirement result Rev.Rul REVENUE RULING section 306 stock securities Service shareholder's shareholders statute statutory stockholders Subchapter subsidiary supra tax consequences Tax Court tax rate taxable income taxpayer Teragram tion transaction transferor transferred Treas.Reg treated treatment trust United voting stock