As the course title implies, we will familiarize students with the tax principles that must be considered by corporate managers and their advisers with respect to transactions that result in a re-alignment of the corporation’s business activities or its capital structure. In most respects, the course will be taught from the perspective of the outside adviser engaged to provide guidance regarding a major corporate transaction or financing decision. The student will, once the course is completed, secure an ability to recognize common re-structuring/financing scenarios confronting management and be positioned to propose viable solutions to these problems in a manner that minimizes tax outlays, consistent with prudent and, above all, ethical business practice.
The course features a final examination and a term paper; typically, but not necessarily, the paper is prepared on a group basis. The readings for the course consist, primarily, of Lehman Brothers “Tax and Accounting” Research Reports and “The Willens Report” research pieces and articles from professional taxation journals as well as decided cases and I.R.S. pronouncements.We will supply all such reading materials on the first day of class.
Professor Willens was formerly tax partner-in-charge of the capital markets group at KPMG Peat Marwick, and he has participated in numerous transactions focusing on devising tax- and accounting-oriented solutions to business problems. He is a member of the American Institute of Certified Public Accountants, where he served as chairman of the committee on revision of the corporate tax laws. Willens is the author of...