As the United States Supreme Court continues to affirm, corporations are people. As people, they may, sometimes controversially, exercise certain rights of citizenship. However, corporations also bear a burden of citizenship – paying taxes. “Since corporations are only fictional persons,” Professor Carolyn Jones explained, “at some point some natural person will bear the burden of the tax, whether they pay it directly or not.”

In contrast with Basic Federal Income Taxation, “which focuses on calculating income, this course is about the relationship between shareholders and the corporation,” explained Jones. In addition to the conventional case-based approach, students learn about corporate tax by working through various problems that illustrate the tax consequences of decisions like issuing dividends and making a stock redemption. “We look at corporate acts from cradle to grave: formation through liquidation,” Jones added.

Corporate Taxation is all but required for students interested in pursuing a career in tax, and the course is also valuable for “non-tax jocks,” too. “It’s helpful for corporate lawyers to understand the objective of tax law and learn to spot tax issues so they can recognize when they need to call a tax specialist,” Jones observed.

In addition to working with tax problems, the course includes some discussion of tax policy. “I’ve always felt it helps students learn the law if they have a sense of the public discussion about corporate tax,” said Jones.

Basic Federal Income Taxation is a prerequisite for this course.  Business Associations is a co-requisite.

​last updated November 24, 2019 

Course Description

Tax considerations influence the structure of almost every important corporate transaction, from a merger to a restructuring to a securities offering. This class will examine the primary Internal Revenue Code provisions that affect corporations and their shareholders, addressing topics like corporate formations, dividends, redemptions, liquidations, taxable asset and stock acquisitions, and tax-free reorganizations. Emphasis will be on rigorous analysis of statutory and regulatory materials. Tax reform proposals will also be discussed. Prerequisite: Basic Income Taxation. Co-requisite: Business Associations.

Schedule Information

Thurs 2:00-4:00