940 Taxation of Mergers & Acquisitions - §007, Fall 2014

Categories: Tax Law Business, Corporate, Commercial Law

Instructor(s) Schnur, Robert

Income Taxation of Corporate Mergers and Acquisitions.

Adjunct Professor Robert Schnur returned to Wisconsin Law after spending six years as a Visiting Adjunct Professor of Tax Law at Cornell Law School, where he developed this seminar. This is an advanced seminar that will review the basic federal income tax principles governing both taxable and nontaxable corporate mergers and acquisitions and will introduce students to some of the more complex transactional tax issues that arise in structuring acquisition transactions. The focus will be on domestic rather than cross-border acquisitions. The course will be built around a weekly series of “Assignment Memoranda,” each of which is based on a different hypothetical transaction, viewed from the standpoint of both the acquired entity and its acquirer. These memos are comparable to those that a new lawyer in a law firm or corporation might receive from a more senior lawyer or client, and each student will be required during the semester to prepare three written responses to a portion of these memos, based on the assigned reading and independent research. Each week’s class discussion will be devoted to a discussion of one Assignment Memo and the students’ written responses thereto. There will be no final examination, and the final grade will be based on a student’s written work and class participation.

Prerequisite: Taxation I is an absolute prerequisite for the seminar, unless (a) a student believes that he or she has an equivalent academic or professional background, AND (b) receives the instructor’s advance permission to enroll. It is not required that a student have completed Tax II or any other tax courses.

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