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5th Cir accounts receivable accumulated earnings tax acquiring corporation acquisition adjusted basis adopted amount apply assets Bardahl Bittker boot capital gain Casebook cash Circuit Commissioner common stock complete liquidation Congress Corp corporate income corporate tax corporation's Court held debt decision deduction determined distribution doctrine earnings and profits election fact fair market value gain or loss Helvering income tax interest Internal Revenue Code Internal Revenue Service investment involved issued liabilities merger non-recognition operating ordinary income outstanding ownership paid partial liquidation partnership payment personal holding company petitioner preferred stock prior problem provides purchase qualify rates realized recognize gain redemption Regs Regulations reorganization requirement result Rev.Rul rule section 337 sell shareholder's shareholders shares sold solely statute statutory stock dividend stock or securities stockholders Subchapter-S subsidiary substantially supra target corporation tax avoidance tax consequences Tax Court tax-free taxable income taxation taxpayer tion transaction transfer treated treatment voting stock