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Overview

There are two versions of this course in Albert as shown below:

This course explains how taxes affect mergers, acquisitions, divestitures, valuation, capital structure, employee compensation, foreign operations, alternative investment vehicles, and deferred taxes, including net operating losses. The course also covers the key provisions of the 2017 Tax Cuts and Jobs Act.

The course is highly relevant to those pursuing careers in investment banking, corporate finance, research, private and public equity, and corporate tax law.

Takeaways

Learn how taxes affect the following decisions:

Help and Office

Disclaimers

Materials

Attendance and penalty for missing classes

Requiring attendance is necessary for several reasons. First, many of you misjudge how much you miss out on learning when you miss classes. It is difficult to catch up once you miss a class. Watching a video (if available) is inadequate as it is cognitively far inferior to paying attention in a classroom. Second, less than 25% of the students who miss a class watch the video (if available). As a result, they are lost in subsequent classes, which provides wrong signals to me as an instructor. Third, there is diminished classroom interaction and poorer quality of class discussion if you are absent. Fourth, you do not get enough feedback if you do not work through the questions I pose in class. Fifth, I lose the feedback on how much you are learning with fewer questions in class.

The policy below will be in effect only after the add/drop period.

Without mandatory attendance, as much as half the class can be absent. Therefore, though I dislike doing this, I penalize absences. I understand that there are valid reasons for absences. If you anticipate being absent for good reasons, please email me well in advance. You can enter "Excused" on the attendance sheet described below to avoid the penalty if I approve. If you miss a class due to emergencies and cannot tell me in advance, do not panic. Take care of the emergency first and then email me. I will permit you to change the "absent" to "excused." But, if you miss a class without a valid reason, there is a penalty, as shown below.

For sections meeting in 150-190 minute sessions, you would lose one grade (A to A-, A- to B+, B+ to B, B to B-, and so on) for EVERY missed session unless you were explicitly excused via email. Thus, if you miss two class sessions, you would lose two grades, and so on.

For sections meeting in 75-80 minute sessions, you would lose one grade (A to A-, A- to B+, B+ to B, B to B-, and so on) for EVERY TWO missed sessions unless you were explicitly excused via email. Thus, if you miss four class sessions, you would lose two grades, and so on.

Please sit in the same seat in every class and display your name tags. After entering the class, please mark yourself present in the first 20 minutes in the OneDrive sheet (link posted on OneDrive after the add/drop period is over.) You will be marked absent if you are more than 20 minutes late unless it is because of factors beyond your control (traffic, subway, interviews running late). You will also be marked absent if you leave the class early unless you have my permission or get it afterward. You will get an F in the course if you are caught cheating on the attendance sheet.

Exams and Grading

Schedule

Class Topic
1
  • Fundamentals of corporate taxation and core tax concepts
2
  • Tax disclosures in financial statements: Current versus deferred taxes
3
  • Choice of form and entity classification
  • Capital structure decisions
  • Formation of a corporation and Section 351
4
  • Corporate income: Classification
  • Concept of Earnings and Profits
  • Consolidated versus separate tax returns
  • Inside versus outside basis
  • Taxation of shareholders
5
  • Non-liquidating distributions
  • Redemption distributions
  • Stock dividends
6
  • Liquidations
  • Sale of subsidiaries
7
  • Fundamentals of taxation of mergers and acquisitions
  • Asset purchase versus stock purchase
8
  • Section 338(g) election
  • Section 338(h)(10) election
  • Section 336 election
9
  • Non-taxable transactions
  • Section 368
  • Section 351
10
  • Tax Planning for Compensation
  • Stock compensation, Pensions, Health care

11
  • International taxation
  • GILTI, FDII, Participation Exemption, BEAT
  • Tax structuring
12
  • FINAL EXAM