Preface

• Pages: 3-4
• Author: Howard E. Abrams,Don A. Leatherman,Thomas J. Brennan

iii

PREFACE

This book is aimed at students taking a course in corporate

taxation. We hope it will serve to aid and to enrich students’

understanding of what is unquestionably dense and difficult

statutory material. Because the focus of the book is on corporation

taxation, little attention is paid to those topics normally covered in

an individual tax course. Accordingly, the tax consequences of day-

to-day corporate operations (e.g., what constitutes income , what is

deductible under § 162, depreciation methods) are not emphasized.

Nevertheless, most of what a student may have learned in an

individual tax course about income, gain, losses and deductions

applies to corporate taxpayers as well.

As the tax system in general and the corporate tax provisions

specifically reach greater heights (or depths) of complexity, it

becomes more important than ever to understand the framework of

the system—the big picture. Failure to do so will condemn a student

to a purgatory of isolated rules, seemingly unconnected to one

another. Even with a framework, the intricacies can be

overwhelming. This book is purposely noncomprehensive: it is not a

treatise. Our goal is to find and contemplate the forest rather than

each tree. On the other hand, if we avoid all the trees, we would not

know much about the forest.

We have tried to look at corporate tax through a variety of

perspectives. Where appropriate, historical and economic analyses

are offered. But much of what follows is a search for an internal logic

and consistency in the corporate tax system itself: given the goals of

a corporate tax structure, how do the rules implement those goals.

The internal logic, or lack thereof, is what many students find

appealing about the study of tax. In order to keep the book

manageable in length, there are places where we can do no more than

introduce intriguing ideas tangential to the subject at hand.

This book takes a “cradle-to-grave” approach to corporate

taxation. We believe that this presentation is easiest for students.

We also have no doubt that other approaches are equally worthwhile.

With that in mind, we have tried to make each chapter stand alone

so that the chapters can be read out of order. For example, Chapter

1 dealing with some policy questions will perhaps make more sense

if it is read at the end of the book. Chapter 2 considers the formation

or birth of a corporation—§ 351 and related provisions. Chapter 3

then looks at a collection of issues relating to the operation of a

corporation once formed. Matters such as tax rates, capital structure

and the corporation as an entity are discussed. Chapters 4 through 7

deal with nonliquidating distributions: dividends, redemptions, stock