Spring 2020: Tu 6-9 PM.
MBA ACCT-GB-2305 specializations: Corporate Finance, Accounting
Undergrad ACCT-UB-0064 concentration: Accounting
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.
Learn how taxes affect the following decisions:
- The structure of acquisitions and divestitures
- Asset acquisitions versus stock acquisitions
- Section 338 elections to treat stock acquisitions as asset acquisitions
- Section 382 limits on the acquired NOLs, tax credits, and built-in losses
- Section 197 and the difference between tax-deductible goodwill and non-tax-deductible goodwill
- Taxable and tax-deferred divestitures and spin-offs
- Capital structure
- Disclosure of current and deferred taxes including net operating losses
- Compensation programs such as defined benefit pensions, defined contribution plans, stock options, restricted stock, stock appreciation rights, and deferred compensation
- Investments in tax-exempt bonds, 401-K, single premium deferred annuity, Roth IRA, growth stocks vs. dividend paying stocks
- Location of businesses in multinational settings
- We will also go over the key provisions of the 2017 Tax Cuts and Jobs Act
- Reduction in the corporate tax rate
- Global Intangible Low Taxes Income (GILTI)
- Base erosion anti-abuse tax (BEAT)
- Foreign Derived Intangible Income (FDII)
- Repatriation of earnings
- Interest limitation
- NOL limitation
- Bonus depreciation
Help and Office
- Administrative assistant: Emma Gutman email@example.com 212-998-0046, Office: KMC 10th Floor, right-hand corner.
- Teaching assistant: Please check NYU Classes.
- Me: firstname.lastname@example.org,
212-998-0021, Office: KMC 10-86.
- You need to be in the following systems before the start of the first class:
- NYU Classes
- If you are a non-Stern student, then Stern automatically creates a Stern account for you when you register for a Stern course. All class emails are sent to your Stern email, not NYU email. Please forward your Stern email to your NYU email.
- I do not control your access to dgode.stern.nyu.edu. It is linked to
whatever Stern has entered in the class roster. I cannot override it.
- In case you are blocked from accessing these systems, please ask the administration to expedite matters. Given the complexity of these systems, I cannot manually add you to any system.
- Only registered students can attend. This is a school rule that I am not allowed to override.
I will be providing extensive notes in class. You need not buy a book. I recommend the following book.
Exams and Grading
- Assignments: 50%
- Final exam: 50%.
- The class relies on your participation. However, you will not be penalized for missing classes. You need NOT email me if you plan to miss a class, be late, or leave early.
- The classes will not be videotaped.
- Fundamentals of corporate taxation and core tax concepts
- Tax disclosures in financial statements: Current versus deferred taxes
- Choice of form and entity classification
- Capital structure decisions
- Formation of corporation and Section 351
- Corporate income: Classification
- Concept of Earnings and Profits
- Consolidated versus separate tax returns
- Inside versus outside basis
- Taxation of shareholders
- Non-liquidating distributions
- Redemption distributions
- Stock dividends
- Sale of subsidiaries
- Fundamentals of taxation of mergers and acquisitions
- Asset purchase versus stock purchase
- Section 338(g) election
- Section 338(h)(10) election
- Section 336 election
- Non-taxable transactions
- Section 368
- Section 351
- International taxation
- GILTI, FDII, Participation Exemption, BEAT
- Tax structuring