Marketing Fundamentals - BUAD 307



ACCT 578T ADVANCED CORPORATE TAXATIONSPRING 2013January 14 to May 14, 2013Professor: Joseph L. KellerOffice: ACC 212Office Phone: (213) 740-4846E-mail: jkeller@marshall.usc.eduLecture Class Tuesday 6:30 – 9:30 PM BRI 202Office HoursMondays and Wednesdays 8:45 to 10:45 AM and Tuesdays 5:15 to 6:15 PM and by appointment Course Description In this course students are expected to achieve an understanding of the tax rules governing transactions involving corporate reorganizations, carryover of tax attributes and related items of tax significance. This course is designed to train students to recognize and solve tax questions related to corporate reorganizations as they arise. Learning Objectives Upon taking this course, the student will be able to:1. Identify the various types of tax free reorganizations by reviewing and analyzing sample transactions 2. Compare the technical requirements of the various types of tax free reorganizations by reviewing cases and solving problems3. Calculate the amount of tax attribute carryovers that will be available to the acquiring entity after a tax free reorganization by solving problems4. Advise clients on how to structure a stock purchase that can be treated as an asset purchase by making an election under code section 338(h)(10) by completing a research paper5. Determine if payments to an executive in connection with an ownership change will be subject to adverse tax treatment as golden parachute payments by analyzing fact patterns and solving problemsRequired MaterialsBittker and Eustice, Federal Income Taxation of Corporations and Shareholders, Seventh Edition (student edition); *(B&E) (This is available online through RIA Checkpoint)Ginsburg & Levin, Mergers, Acquisitions, and Buyouts, (August 2012 edition) (GL)Federal Income Tax Code and Regulations, Selected Sections 2012- 2013 EditionPrerequisites: ACCT 550T or ACCT 561T Course Notes: Power point handouts will be posted in advance for each class on Blackboard Grading PolicyThere will be a Mid-term and Final Exam. This course follows the Leventhal School of Accounting and Marshall School of Business grading policies.Make-up exams will be given only when a student has received approval from the instructor. The following points will be assigned for the determination of final grades: Class participation 100 Problem Assignments 100 Research Paper 100 Mid-Term Examination 300 Final Examination: 300 Total 900Notes on grading policyAll assignments, exams, and class participation will be evaluated on effectiveness of your communication. This includes grammar, spelling, organization, format and the other essentials of strong and effective communication. All problems are to be the student’s individual work and any collaboration or sharing of answers will be considered a violation of the honor code. All assignments are due on the dates indicated on the course syllabus. Late assignments will receive a grade of ZERO.Class attendance is very important in developing a coherent view of the materials covered in the course. It is expected that each student will be prepared for each class and will participate through volunteering or by being called on to add to the discussion.We adhere to the USC Leventhal School of Accounting and Marshall School of Business grading standards for graduate programs. In general, final course grades at the graduate level in a core course average approximately B+ (3.3), but may vary based on class performance. For elective courses, the class average is usually higher--approximating 3.5, which is between a B+ and an A-. You must receive a C or better to pass a required class, and you must have an overall B average (3.0 minimum) in order to graduate from USC.Student Learning Outcomes Attached to this syllabus are the five Student Learning Outcomes developed for this program by the USC Leventhal faculty and administration and filed with the AACSB, the accrediting body for accounting and business schools.? This course will deal primarily with the Outcome #1 1.Technical, Conceptual, Problem-Solving Requirement which states:1. Technical, Conceptual, Problem-Solving Requirement Students will be competent in and be able to apply discipline-specific knowledge and skills in the fields of accounting or taxation. This learning outcome includes the development of critical thinking and problem solving skills, as well as an understanding of the strategic role of accounting in business organizations and society.To a lesser extent, this course will touch on two of the other Learning Outcomes: 2. Professional Development Requirement and #4 Ethical Principles and Professional Standards RequirementEmergency Information USC Emergency # (213) 740-4321USC Emergency Information Line (213) 740-9233USC Information # (213) 740-2311 and KUSC Radio 91.5 FMMARSHALL GUIDELINESAdd/Drop Process In compliance with USC and Marshall’s policies classes are open enrollment (R-clearance) through the first week of class. All classes are closed (switched to D-clearance) at the end of the first week. This policy minimizes the complexity of the registration process for students by standardizing across classes.? I can drop you from my class if you don’t attend the first two sessions. Please note: If you decide to drop, or if you choose not to attend the first two sessions and are dropped,?you risk being?not being able to add to another section this semester, since they might reach capacity. You can only add a class after the first week of classes if you receive approval from the instructor.Marshall Grading Course Grading Policy: Marshall’s target mean GPA is 3.0 for required classes and 3.3 for electives. The mean target for graduate classes is 3.3. Assignment/Exam Grading Policy: the instructor determines what qualifies as an accurate grade on an assignment, exam, or other deliverable, and the instructor’s evaluation of the performance of each individual student is the final basis for assigning grades for the course. Paperwork Retention PolicyReturned paperwork, unclaimed by a student, will be discarded at the end of the semester. All graded paperwork, not returned, will be kept for one year.Technology Policy Laptop and Internet usage is not permitted during academic or professional sessions unless otherwise stated by the respective professor and/or staff. Use of other personal communication devices, such as cell phones, is considered unprofessional and is not permitted during academic or professional sessions. ANY e-devices (cell phones, PDAs, I-Phones, Blackberries, other texting devices, laptops, I-pods) must be completely turned off during class time. Upon request, you must comply and put your device on the table in off mode and FACE DOWN. You might also be asked to deposit your devices in a designated area in the classroom. Videotaping faculty lectures is not permitted, due to copyright infringement regulations. Audiotaping may be permitted if approved by the professor. Use of any recorded material is reserved exclusively for USC Marshall students.Statement for Students with Disabilities Any student requesting academic accommodations based on a disability is required to register with Disability Services and Programs (DSP) each semester. A letter of verification for approved accommodations can be obtained from DSP. Please be sure the letter is delivered to me (or to TA) as early in the semester as possible. DSP is located in STU 301 and is open 8:30 a.m.–5:00 p.m., Monday through Friday. The phone number for DSP is (213) 740-0776.Emergency Preparedness/Course Continuity Explanation: In case of emergency, and travel to campus is difficult, USC executive leadership will announce an electronic way for instructors to teach students in their residence halls or homes using a combination of Blackboard, teleconferencing, and other technologies. Instructors should be prepared to assign students a "Plan B" project that can be completed at a distance. For additional information about maintaining your classes in an emergency please access: of Your WorkYou may regard each of your submissions as an “exam” in which you apply what you’ve learned according to the assignment. I will do my best to make my expectations for the various assignments clear and to evaluate them as fairly and objectively as I can. If, however, you feel that an error has occurred in the grading of any assignment, you may, within one week of the date the assignment is returned to you, write me a memo in which you request that I re-evaluate the assignment. Attach the original assignment to the memo, and explain fully and carefully why you think the assignment should be re-graded. Be aware that the re-evaluation process can result in three types of grade adjustments: positive, none, or negative.Academic Integrity – Leventhal School of Accounting Honor CodeStudents enrolled in any class offered by the Leventhal School of Accounting are expected to uphold and adhere to the standards of academic integrity established by the Leventhal School of Accounting Student Honor Code. Students are responsible for obtaining, reading, and understanding the Honor Code System handbook. Students who are found to have violated the Code will be subject to disciplinary action as described in the handbook. For more specific information, please refer to the Student Honor Code System handbook, available in class or from the receptionist in ACC 101.Student Learning OutcomesUSC Leventhal Masters Programs 1. Technical, Conceptual, Problem-Solving Requirement Students will be competent in and be able to apply discipline-specific knowledge and skills in the fields of accounting or taxation. This learning outcome includes the development of critical thinking and problem solving skills, as well as an understanding of the strategic role of accounting in business organizations and society.2. Professional Development Requirement Students will be able to communicate clearly, and strategically, after considering the relevant audience, situation, and purpose of the communication. Students will develop the ability to work productively with others to accomplish established goals.3. Research/Life-Long Learning Requirement Students will be able to use relevant research databases and academic/professional literature to gain new knowledge and analyze business situations.4. Ethical Principles and Professional Standards Requirement Students will be able to apply ethical principles and professional standards in analyzing situations and making informed decisions.5. Globalization RequirementStudents will be able to demonstrate an international perspective and appreciation for diversity and cultural differences, along with their significance in global business. CLASS SCHEDULEJanuary 15, 2013 Class Session 1Topics:Introduction - Course OverviewReadings:GL:Chapter 1 Topic:Basic Principles of Tax-Free ReorganizationsReadings:GL:Chapter 6: ??601-604.2 BE: Chapter 12: ??12.01-12.05 January 22, 2013Class Session 2Topic:Treatment of Parties to ReorganizationsReadings:BE:Chapter 12: ??12.40-12.44 Topic:Continuity of Shareholder InterestsReadings:GL:Chapter 6: ??610, 610.1-610.5 BE:Chapter 12: ??12.20-12.21 Rev. Proc. 77-37, 1977-2 CB568, Sec. 3.02John A. Nelson v. Helvering, 296 U.S. 374 (1935)Topic:Continuity of Business EnterpriseReadings:GL:Chapter 6: ?611 BE:Chapter 12: ??12.61(2) Rev. Rul. 81-25, 1981-1 CB 132Rev. Rul. 81-247, 1981-2 CB 87Rev. Rul. 79-434, 1979-2 CB 55Topic:Business PurposeReadings:GL:Chapter 6: ??609,609.1-609.3 BE: Chapter 12: ?12.61(1) Topic:Step-Transaction DoctrineReadings:GL:Chapter 6: ?608, 608-608.3.4 BE:Chapter 12: ??12.61(3) January 29, 2013Class Session 3Topic:Statutory Mergers and ConsolidationsReadings:GL:Chapter 8: ?801 BE:Chapter 12: ??12.22 Rev. Proc. 77-37, 1977-2 CB568, Sec. 3.02John A. Nelson v. Helvering, 296 U.S. 374 (1935)Clark v. Commisioner, 489 U.S. 756, aff'g 828 F. 2d. 221 (9th Cir. 1987), aff'g 86 TC 130 (1986)February 5, 2013Class Session 4Topic:Forward Triangular MergerReadings:GL:Chapter 8: ?802 BE:Chapter 12: ??12.25, 12.63 Topic:Reverse Triangular MergerReadings:GL:Chapter 8: ?803 BE:Chapter 12: ??12.25, 12.63 (already read above)February 12, 2013 Class Session 5Topic: Type C Reorganizations - Asset AcquisitionsReadings:GL:Chapter 7: ??702 BE:Chapter 12: ??12.24, 12.62(1) and (2), 12.63(5) and 12.65Rev. Proc.77-37, 1977-2 CB 568, Sec. 3.01Rev. Rul. 73-54, 1973-1 CB 187Rev. Rul. 73-102, 1973-1 CB 186February 19, 2013 Class Session 6 Topic:Type B Reorganizations: OverviewReadings:GL:Chapter 7: ?701 BE:Chapter 12: ??12.23 Topic:"Solely for Voting Stock" RequirementReadings:BE:Chapter 12: ??12.23 (already read above) Rev. Rul. 69-91, 1969-1 CB 106Rev. Rul. 69-142, 1969-1 CB 107Rev. Rul. 70-41, 1970-1 CB 77Rev. Rul. 68-261, 1968-2 CB 147Rev. Rul. 81-247, 1981-2 CB 87Rev. Rul 98-10, IRB 1998-10, 11February 26, 2013 Class Session 7Topic:Nondivisive Type D ReorganizationsReadings:BE:Chapter 12: ??12.26 Topic:Type E ReorganizationReadings:BE:Chapter 12: ??12.27 Rev. Rul. 74-269, 1974-1 CB 87Rev. Rul. 82-34, 1982-1 CB 59Rev. Proc. 77-37, 1977-2 CB 568, Sec. 4 and ic:Type F ReorganizationReadings:BE:Chapter 12: ??12.28 Topic:Type G Insolvency ReorganizationReadings:BE:Chapter 12: ??12.30 and 12.64 March 5, 2013Class Session 8Topic:MID-TERM EXAMMarch 12, 2013Class Session 9Topic:Nontaxable Corporate DivisionsReadings:BE:Chapter 11: ??11.01-11.15 Rev. Proc. 86-42, 1986-2 CB 716March 26, 2013Class Session 10 Topic:Carryover of Tax Attributes in Certain Tax Free TransactionReadings: BE:Chapter 14: ??14.01 - 14.24 Bercy Industries, Inc., 640 F.2d 1058, 81-1 USTC ?9303 (9th Cir. 1981) rev’g70 T.C. 29 (1978).April 2, 2013Class Session 11Topic:Limitations on Corporate Tax AttributesReadings:BE:Chapter 14: ??14.40 - 14.47 April 9, 2013 Class Session 12Topic:Stock Purchases Treated as Asset Purchases, Section 338Readings:GL:Chapter 2: ??204, 205, 205.1 -205.10 April 16, 2013Class Session 13Topic:Stock Purchases Treated as Asset Purchases, Section 338 (h)(10)Readings:GL:Chapter 2: ??206, 206.1.1- 206.1.14 April 21, 2013Class Session 14Topic:Taxable Acquisitions: Acquisition ExpensesReadings:GL:Chapter 4: ??401, 402, 402.1-402.56Paper DueTopic:Taxable Acquisitions: Allocation of Purchase PriceReadings:GL:Chapter 4: ??403, 403.1-403.4.3April 30, 2013 Class Session 15Topic:Golden Parachute Payments and Greenmail Tax and ReviewReadings GL: Chapter 14: ??1408Chapter 15: ??1508Review May 14, 2013FINAL (7-9PM) ................
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