Chapter 18 - Corporate Taxation: Nonliquidating Distributions

Chapter 18
Corporate Taxation: Nonliquidating Distributions
SOLUTIONS MANUAL
Discussion Questions:
1. What is meant by the term double taxation of corporate income?
Answer:
The term double taxation refers to the fact that under the U.S. system of taxation,
corporate earnings are first taxed when earned by a C corporation and then are
taxed a second time when the earnings are distributed to the shareholders as a
dividend.
2. How does the issue of double taxation arise when a corporation decides between making a
distribution to a shareholder employee as a dividend or compensation?
Answer:
A distribution characterized as a dividend is subject to double taxation, first at the
corporate level and then a second time at the shareholder level, because a
corporation cannot deduct it from taxable income. A distribution characterized as
compensation is taxed only once, at the recipient level, because it is deducted by the
corporation.
3. Why might a shareholder who is also an employee prefer receiving a dividend instead of
compensation from a corporation?
Answer:
An individual might prefer a dividend to compensation because the dividend is
eligible for a preferential tax rate (maximum tax rate of 15 percent), whereas
compensation is taxed at the ordinary tax rates, which could be as high as 35
percent.
4. What are the three potential tax treatments of a cash distribution to a shareholder? Are these
potential tax treatments elective by the shareholder?
Answer:
A cash distribution to a shareholder can be characterized as 1) dividend to the
extent of earnings and profits, 2) tax-free return of capital to the extent of the
shareholders tax basis in the stock, or 3) gain from sale of the stock (capital gain).
The tax law (section 301(c)) prescribes the tax treatment of the distribution; it is not
elective by the shareholder.
5. In general, what is the concept of earnings and profits designed to represent?

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Chapter 18 - Corporate Taxation: Nonliquidating Distributions

Answer:
Earnings and profits is intended to represent the corporations ability to pay
distributions to its shareholders without eroding its invested capital. Earnings and
profits is designed to reflect the corporations economic income, a broader concept
than its taxable income.
6. How does current earnings and profits differ from accumulated earnings and profits? Is there
any congressional logic for keeping the two accounts separate?
Answer:
Current earnings and profits represents the corporations earnings and profits of
the current year before reduction (diminution) by any distributions made during
the year. Accumulated earnings and profits represents undistributed earnings and
profits from all years prior to the current year. Congress created this distinction in
1936 when distributed current year earnings were taxed at the corporate level at a
lower rate than undistributed earnings. This dual level of taxation was repealed in
1939, but the congressional distinction between current and accumulated earnings
and profits remained in the law.
7. True or False. A calendar-year corporation has positive current E&P of $100 and accumulated
negative E&P of $200. A cash distribution of $100 to the corporations sole shareholder at yearend will not be treated as a dividend because total E&P is negative $100. Explain.
Answer:
False. The $100 distribution will be treated as a dividend because it does not exceed
current earnings and profits.
8. True or False. A calendar-year corporation has negative current E&P of $100 and accumulated
E&P of $100. A cash distribution of $100 to the corporations sole shareholder on June 30 will
not be treated as a dividend because total E&P at December 31 is $0. Explain.
Answer:
False. A portion of the distribution could be treated as a dividend based on
accumulated earnings and profits on June 30. If the current year deficit is earned
ratably over the year, accumulated earnings and profits on June 30 would be $50
[$100 - 181/365 x ($100)]. A deficit in current earnings and profits is allocated on a
per day basis unless determined by tracing specific items that caused the deficit.
9. List the four basic adjustments that a corporation makes to taxable income or net loss to
compute current E&P. What is the rationale for making these adjustments?
Answer:
A corporation adjusts its taxable income or loss by the following general items to
compute current E&P:
1. Inclusion of income that is excluded from taxable income
2. Disallowance of certain expenses that are deducted in computing taxable income

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3. but do not require an economic outflow

4. Deduction of certain expenses that are excluded from the computation of taxable
income but do require an economic outflow
5. Deferral of deductions or acceleration of income due to separate accounting
methods required for E&P purposes
10. What must a shareholder consider in computing the amount of a noncash distribution to
include in her gross income?
Answer:
A shareholder must determine the fair market value of the distribution and any
liability she will assume on receipt of the property. The shareholders dividend
amount is the fair market value of the property received less any liability assumed
on the property.
11. What income tax issues must a corporation consider before it makes a noncash distribution to
a shareholder?
Answer:
A corporation must determine if the propertys fair market value exceeds or is less
than the propertys tax basis. To the extent the fair market value exceeds the tax
basis, the corporation recognizes gain on the distribution. Corporations cannot
recognize loss if the propertys fair market value is less than the tax basis.
12. Will the shareholders tax basis in noncash property received equal the amount she includes
in gross income as a dividend? Under what circumstances will the amounts be different, if any?
Answer:
Not always. Where the shareholder assumes a liability attached to the property, the
amount of the dividend income is computed as the propertys fair market value less
the liability assumed (section 301(b)). The shareholder takes a tax basis in the
property equal to its fair market value, not reduced by the liability assumed (section
301(d)).
13. A shareholder receives appreciated noncash property from his corporation and assumes a
liability attached to the property. How does this assumption affect the amount of dividend he
reports in gross income? From the shareholders perspective, does it matter if the liability he
assumes exceeds the propertys gross fair market value?
Answer:
The shareholders assumption of a liability attached to noncash property reduces
the amount of the dividend income reported. It does not matter if the liability
assumed exceeds the propertys fair market value. The dividend income cannot be
less than zero.
14. A shareholder receives appreciated noncash property from his corporation and assumes a

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Chapter 18 - Corporate Taxation: Nonliquidating Distributions

liability attached to the property. How does this assumption affect the amount of gain the
corporation recognizes? From the corporations perspective, does it matter if the liability
assumed by the shareholder exceeds the propertys gross fair market value?
Answer:
In general, the shareholders assumption of a liability attached to appreciated
noncash property distributed as a dividend does not affect the gain recognized by
the corporation. Gain recognized is the propertys fair market value less the
propertys tax basis. If the liability assumed by the shareholder exceeds the
propertys fair market value, the property is deemed to have a fair market value
equal to the liability assumed for purposes of determining the gain recognized by the
corporation.
15. A corporation distributes appreciated noncash property to a shareholder as a dividend. What
impact does the distribution have on the corporations earnings and profits?
Answer:
The corporation reduces E&P by the lesser of the propertys fair market value or
E&P adjusted basis, reduced by any liability assumed by the shareholder on the
distribution.
16. Amy is the sole shareholder of her corporation. Rather than have the corporation pay her a
dividend, Amy decides to have the corporation declare a bonus at year-end and pay her taxdeductible compensation. What potential tax issue may arise in this situation? Which parties,
Amy or the corporation or both, are affected by the classification of the payment?
Answer:
The IRS might argue that a portion of the distribution is really a disguised dividend
if the compensation is unreasonable. If the IRS prevails, the corporation will be
denied a deduction for the portion of the bonus determined to be a disguised
dividend. Amy will now be eligible for a reduced rate of tax on the dividend portion
of her bonus and will not be subject to payroll taxes on the recharacterized
amount.
17. Brian is the sole shareholder of his corporation. Rather than have the corporation pay him a
dividend, he had the corporation loan him $100,000. The loan had no required interest
payments and no maturity date for repayment. What potential tax issue may arise in this
situation? Which parties, Brian or the corporation or both, are affected by the classification of
the payment?
Answer:
The IRS might argue that any interest paid on the loan is really a disguised
dividend because the instrument does not resemble debt because there are no
required interest payments and not maturity date for repayment. If the IRS
prevails, the corporation will be denied a deduction for the interest determined to
be a disguised dividend. Brian will now be eligible for a reduced rate of tax on the

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Chapter 18 - Corporate Taxation: Nonliquidating Distributions

dividend.
18. Why might a corporation issue a stock dividend to its shareholders?
Answer:
Corporations often issue stock dividends as a goodwill gesture to their shareholders
when they do not have sufficient cash to make a distribution. Many times,
corporations will engage in a stock split to increase the number of shares
outstanding and lower the trading price of the stock to make it more accessible to a
broader class of investors.
19. What tax issue arises when a shareholder receives a nontaxable stock dividend?
Answer:
The shareholder must allocate some of the tax basis of the existing stock to the new
stock received based on the relative fair market values of the existing and newly
issued stock.
20. In general, what causes a stock dividend to be taxable to the recipient?
Answer:
Stock dividends generally are taxable when they result in, or have the potential to
result in, a change in the proportionate stock ownership of the existing shareholders.
For example, where a shareholder can choose between cash or stock, there exists the
possibility that some shareholders will choose cash and some will choose stock.
Those who choose stock will increase their ownership percentage relative to those
who choose cash. In this cash, the stock dividend will be taxable to those who
choose to receive stock.
21. What are the potential tax consequences to a shareholder who participates in a stock
redemption?
Answer:
A shareholder who participates in a stock redemption potentially could treat the
distribution as an exchange (section 302) or as a property distribution (potentially a
dividend) under section 301.
22. What stock ownership tests must be met before a shareholder receives exchange treatment
under the substantially disproportionate change-in-stock-ownership test in a stock redemption?
Why is a change in stock ownership test used to determine the tax status of a stock redemption?
Answer:
A shareholder meets the substantially disproportionate change-in-stock-ownership
test by satisfying three mechanical stock ownership tests:
1. Immediately after the exchange the shareholder owns less than 50% of the total
combined voting power of all classes of stock entitled to vote;

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Chapter 18 - Corporate Taxation: Nonliquidating Distributions

2. The shareholders percentage ownership of voting stock after the redemption is

less than 80% of his or her percentage ownership before the redemption; and
3. The shareholders percentage ownership of the aggregate fair market value of
the corporations common stock (voting and nonvoting) after the redemption is
less than 80% of his or her percentage ownership before the redemption.
The Code uses a change in stock ownership test to determine the tax status of a
stock redemption to distinguish between transactions that resemble sales from
transactions that are in substance a dividend distribution (that is, a transaction in
which the shareholder does not meaningfully change her stock ownership in the
company).
23. What are the criteria to meet the not essentially equivalent to a dividend change-in-stockownership test in a stock redemption?
Answer:
To satisfy the not essentially equivalent to a dividend requirement, the IRS or a
court must conclude that there has been a meaningful reduction in the
shareholders ownership interest in the corporation as a result of the redemption.
The Code does not provide any mechanical tests to make this determination. At a
minimum, the IRS and courts generally require the shareholder to reduce his stock
ownership as a result of the transaction and own 50 percent or less of the stock after
the transaction.
24. When might a shareholder have to rely on the not essentially equivalent to a dividend test in
arguing her stock redemption should be treated as an exchange for tax purposes?
Answer:
A shareholder will have to rely on this test if she cannot meet either the
substantially disproportionate test or the complete termination of interest test,
which rely on a mechanical set of criteria.
25. Why do you think the tax law imposes constructive stock ownership rules on stock
redemptions?
Answer:
The tax law imposes constructive ownership tests to prevent a shareholder from
technically disposing of his stock interest while effectively continuing to own stock
through family members or through ownership in an entity that nominally owns the
stock.
26. Which members of a family are included in the family attribution rules? Is there any
rationale for the family members included in the test?
Answer:
Family members include spouse, children, parents, and grandchildren. These are

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the family members that are the most closely related to the shareholder by blood. Family
members excluded are grandparents, brothers and sisters, aunts and uncles, and
nieces, nephews, and cousins.
27. Ilya and Olga are brother and sister. Ilya owns 200 shares of stock in Parker Corporation. Is
Olga deemed to own Ilyas 200 shares under the family attribution rules that apply to stock
redemptions?
Answer:
No. A brother and sister are not included under the family attribution rules.
28. Maria has all of her stock in Mayan Corporation redeemed. Under what conditions will
Maria treat the redemption as an exchange and recognize capital gain or loss?
Answer:
Maria will treat the stock redemption as an exchange if she does not own any
additional stock through attribution that causes her to fail either of the other two
stock ownership tests. If she only owns stock constructively through the family
attribution rules, she can waive the family attribution rules by filing a triple i
agreement with the IRS and avoid acquiring a prohibited interest in the corporation
for 10 years (for example, as an employee or independent contractor).
29. What must a shareholder do to waive the family attribution rules in a complete redemption of
stock?
Answer:
A shareholder must file a triple i agreement with the IRS and refrain from having a
prohibited interest (shareholder, employee, director, officer, or consultant) for 10
years. The shareholder must agree to notify the IRS district director within 30 days
if he or she acquires a prohibited interest within 10 years after the redemption.
30. How does a corporations computation of earnings and profits differ based on the tax
treatment of a stock redemption to the shareholder (that is, as either a dividend or exchange)?
Answer:
If the redemption is treated as a dividend, the corporation reduces E&P using the
dividend reduction rules. If the redemption is treated as an exchange, the
corporation reduces E&P at the date of distribution by the percentage of stock
redeemed, not to exceed the fair market value of the property distributed. The
distributing corporation reduces its E&P by any dividend distributions made during
the year before reducing its E&P for redemptions treated as exchanges.
31. How does the tax treatment of a partial liquidation differ from a stock redemption?
Answer:
In a partial liquidation, the shareholders have prescribed tax treatments:

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Chapter 18 - Corporate Taxation: Nonliquidating Distributions

individuals receive exchange treatment and corporations treat the distribution as a

dividend to the extent of earnings and profits. In a stock redemption, each
shareholders tax treatment depends on whether a change in stock ownership
requirement is met.
32. Bevo Corporation experienced a complete loss of its mill as the result of a fire. The company
received $2 million from the insurance company. Rather than rebuild, Bevo decided to distribute
the $2 million to its two shareholders. No stock was exchanged in return. Under what
conditions will the distribution meet the requirements to be a partial liquidation and not a
dividend? Why does it matter to the shareholders?
Answer:
For a distribution to be in partial liquidation of the corporation, it must either be
not essentially equivalent to a dividend (as determined at the corporate level) or
be the result of the termination of a qualified trade or business. In this case, the
test likely will be whether the use of the mill constituted a qualified trade or
business. The determination matters most to individuals, who will receive exchange
treatment if the transaction is a partial liquidation and a potential dividend if not.
Problems
33. Gopher Corporation reported taxable income of $500,000 in 2010. Gopher paid a dividend
of $100,000 to its sole shareholder, Sven Anderson. Gopher Corporation is subject to a flat rate
tax of 34%. The dividend meets the requirements to be a qualified dividend and Sven is subject
to a tax rate of 15% on the dividend. What is the total income tax imposed on the corporate
income earned by Gopher and distributed to Sven as a dividend?
Answer:
Corporate tax: $500,000 34%
Shareholder tax: $100,000 15%
Total income tax

$170,000
15,000
$185,000

34. Bulldog Corporation reported taxable income of $500,000 in 2010 before any deduction for
any payment to its sole shareholder and employee, Georgia Brown. Bulldog chose to pay a
bonus of $100,000 to Georgia at year-end. Bulldog Corporation is subject to a flat-rate tax of
34%. The bonus meets the requirements to be reasonable and is therefore deductible by
Bulldog. Georgia is subject to a marginal tax rate of 35% on the bonus. What is the total income
tax imposed on the corporate income earned by Bulldog and paid to Georgia as a bonus?
Answer:
Corporate tax: $400,000 34%
Shareholder tax: $100,000 35%
Total income tax

$136,000
35,000
$171,000

Bulldog Corporation reduces the double tax imposed on the distribution by

$34,000 ($100,000 x 34%) by reducing its taxable income through the use of tax18-8

Chapter 18 - Corporate Taxation: Nonliquidating Distributions

deductible compensation.
35. Hawkeye Company reports current E&P of $300,000 in 2010 and accumulated E&P at the
beginning of the year of $200,000. Hawkeye distributed $400,000 to its sole shareholder, Ray
Kinsella on December 31, 2010. Rays tax basis in his Hawkeye stock is $75,000.
a.

How much of the $400,000 distribution is treated as a dividend to Ray?

Answer:
All $400,000 is treated as a dividend because the distribution is less than the
companys total earnings and profits of $500,000.
b.

What is Rays tax basis in his Hawkeye stock after the distribution?

Answer:
Rays tax basis in his Hawkeye stock remains $75,000.
c.

What is Hawkeyes balance in accumulated E&P as of January 1, 2011?

Answer:
Accumulated E&P as of January 1, 2011 is $100,000, computed as $500,000 $400,000.
36. Jayhawk Company reports current E&P of $300,000 and accumulated E&P of negative
$200,000. Jayhawk distributed $400,000 to its sole shareholder, Christine Rock, on December
31, 2010. Christines tax basis in her Jayhawk stock is $75,000.
a.

How much of the $400,000 distribution is treated as a dividend to Christine?

Answer:
Christine has dividend income of $300,000, all of which is from the
companys current E&P.
b.

What is Christines tax basis in her Jayhawk stock after the distribution?

Answer:
Christine reduces her tax basis in the Jayhawk stock by $75,000 to $0, which
is the lesser of the distribution in excess of current E&P ($100,000) or her
basis in the Jayhawk stock ($75,000). The remaining $25,000 is treated as
gain from sale of the Jayhawk stock (capital gain).
c.

What is Jayhawks balance in accumulated E&P as of January 1, 2011?

Answer:
Jayhawk has a deficit in accumulated E&P as of January 1, 2011, of negative
$200,000. Current E&P is reduced to $0, leaving a carryover of the

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Chapter 18 - Corporate Taxation: Nonliquidating Distributions

beginning of the year accumulated E&P.

37. Sooner Company reports current E&P of negative $300,000 and accumulated E&P of
$200,000. Sooner distributed $400,000 to its sole shareholder, Boomer Wells, on June 30, 2010.
Boomers tax basis in his Sooner stock is $75,000.
a.

How much of the $400,000 distribution is treated as a dividend to Boomer?

Answer:
Boomer reports a dividend of $51,233. He first computes accumulated E&P
as of June 30, 2010. The deficit in current E&P is allocated pro rata on a
daily basis. The deficit in current E&P on June 30 is negative $148,767,
computed as ($(300,000)/365 x 181). Accumulated E&P as of June 30, 2010 is
$51,233, computed as $200,000 - $148,767.
b.

What is Boomers tax basis in his Sooner stock after the distribution?

Answer:
Boomers tax basis in his Sooner stock is $0, which is his beginning tax basis
of $75,000 less the lesser of the distribution in excess of accumulated E&P
($348,767) or his basis in the Sooner stock ($75,000). The remaining $273,767
is treated as gain from sale of the Jayhawk stock (capital gain).
c.

What is Sooners balance in accumulated E&P as of January 1, 2011?

Answer:
Sooners balance in accumulated E&P as of January 1, 2011 is $(150,411),
computed as follows:
Accumulated E&P, beginning of the year
Current E&P
Dividend paid
Accumulated E&P, end of the year

$200,000
(300,000)
( 51,233)
$(151,233)

The deficit equals the deficit in current E&P that arose after the dividend
payment ($(300,000)/365 x 184 days).
38. Blackhawk Company reports current E&P of negative $300,000 and accumulated E&P of
negative $200,000. Blackhawk distributed $400,000 to its sole shareholder, Melanie Rushmore,
on June 30, 2010. Melanies tax basis in her Blackhawk stock is $75,000.
a.

How much of the $400,000 distribution is treated as a dividend to Melanie?

Answer:
$0. No part of the distribution is treated as a dividend because both current
and accumulated E&P are negative.

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b.

What is Melanies tax basis in her Blackhawk stock after the distribution?

Answer:
Melanies tax basis in her Blackhawk stock is $0, which is her beginning tax
basis less the lesser of the distribution in excess of accumulated E&P
($400,000) or her basis in the Blackhawk stock ($75,000). The remaining
$325,000 is treated as gain from sale of the Jayhawk stock (capital gain).
c.

What is Blackhawks balance in accumulated E&P as of January 1, 2011?

Answer:
Negative $500,000, the combined deficit in the beginning balance in
accumulated E&P and the deficit in current E&P.
39. {research} On October 3, 2006, the Board of Directors of Saks, Inc. declared a special cash
dividend of $4 per share payable on November 30, 2006 to shareholders of record as of
November 15, 2006. Determine the tax status of this distribution to the shareholders using the
companys website (http://www.saksincorporated.com/).
Answer:
In a news release dated November 5, 2007, entitled Saks Incorporated Makes Final
Determination Regarding $4 Per Share Special Cash Dividend, the corporation
made the following announcement regarding the tax status of its special dividend
declared on October 3, 2006.
Retailer Saks Incorporated (NYSE: SKS) (the Company or Saks) today
announced that it has made a final determination that the $4.00 per share special cash
dividend paid on November 30, 2006 resulted in a $1.61 per share return of capital to
shareholders, with $2.39 per share being taxable to shareholders at the dividend tax
rate.
40. Boilermaker, Inc. reported taxable income of $500,000 in 2010 and paid federal income taxes
of $170,000. Not included in the companys computation of taxable income is tax-exempt
income of $20,000, disallowed meals and entertainment expenses of $30,000, and disallowed
expenses related to the tax-exempt income of $1,000. Boilermaker deducted depreciation of
$100,000 on its tax return. Under the alternative (E&P) depreciation method, the deduction
would have been $60,000. Compute the companys current E&P for 2010.
Answer:
Taxable income
Add:
Tax-exempt interest

$500,000
20,000

Excess of regular tax deprecation over E&P depreciation

Subtract:

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Chapter 18 - Corporate Taxation: Nonliquidating Distributions

Federal income taxes

Nondeductible meals and entertainment
Disallowed expenses related to tax-exempt income
Current E&P

(170,000)
( 30,000)
( 1,000)
$359,000

41. Gator, Inc. reported taxable income of $1,000,000 in 2010 and paid federal income taxes of
$340,000. Included in the companys computation of taxable income is gain from sale of a
depreciable asset of $50,000. The income tax basis of the asset was $100,000. The E&P basis of
the asset using the alternative depreciation system was $175,000. Compute the companys
current E&P for 2010.
Answer:
Taxable income
$1,000,000
Subtract:
Federal income taxes
(340,000)
Regular tax gain from sale of asset ($150,000 - $100,000) ( 50,000)
E&P loss from sale of asset ($150,000 - $175,000)
( 25,000)
Current E&P
$585,000
42. Paladin, Inc. reported taxable income of $1,000,000 in 2010 and paid federal income taxes of
$340,000. The company reported a capital gain from sale of investments of $150,000, which
was partially offset by a $100,000 net capital loss carryover from 2009, resulting in a net capital
gain of $50,000 included in taxable income. Compute the companys current E&P for 2010.
Answer:
Taxable income
Add:
NCL carryover from 2009
Subtract:
Federal income taxes
Current E&P

$1,000,000
100,000
(340,000)
$760,000

43. Volunteer Corporation reported taxable income of $500,000 from operations for 2010. The
company paid federal income taxes of $170,000 on this taxable income. During the year, the
company made a distribution of land to its sole shareholder, Rocky Topp. The lands fair market
value was $75,000 and its tax and E&P basis to Volunteer was $25,000. Rocky assumed a
mortgage attached to the land of $15,000. Any gain from the distribution will be taxed at 34%.
The company had accumulated E&P of $750,000 at the beginning of the year.
a.
Compute Volunteers total taxable income and federal income tax paid as a
result of the distribution.
Answer:
Taxable income from operations
Gain on distribution of land ($75,000 - $25,000)

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$500,000
50,000

Chapter 18 - Corporate Taxation: Nonliquidating Distributions

Total taxable income

$550,000

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Chapter 18 - Corporate Taxation: Nonliquidating Distributions

Federal income tax ($550,000 x 34%)

b.

Compute Volunteers current E&P for 2010.

Answer:
Taxable income
Subtract:
Federal income tax
Adjustment for E&P gain on distribution of land
Current E&P
c.

$550,000
(187,000)
(
0)
$363,000

Compute Volunteers accumulated E&P at the beginning of 2011.

Answer:
Current E&P
Subtract:
Fair market value of land distributed in 2010
Add:
Mortgage assumed by Rocky
CE&P after distribution
Accumulated E&P, beginning of 2010
Accumulated E&P, beginning of 2011
d.

(187,000)

$363,000
(75,000)
15,000
$303,000
750,000
$1,053,000

What amount of dividend income does Rocky report as a result of the

distribution?

Answer:
Rocky reports dividend income of $60,000, computed as the fair market
value of the land received ($75,000) less the liability he assumes ($15,000).
e.

What is Rockys income tax basis in the land received from Volunteer?

Answer:
$75,000. Rockys income tax basis in the land equals its fair market
value.
44. Tiger Corporation reported taxable income of $500,000 from operations for 2010. The
company paid federal income taxes of $170,000 on this taxable income. During the year, the
company made a distribution of land to its sole shareholder, Mike Woods. The lands fair market
value was $75,000 and its tax and E&P basis to Tiger was $125,000. Mike assumed a mortgage
attached to the land of $15,000. Any gain from the distribution will be taxed at 34%. The
company had accumulated E&P of $750,000 at the beginning of the year.
a.

Compute Tigers total taxable income and federal income tax paid as a result of
the distribution.

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Chapter 18 - Corporate Taxation: Nonliquidating Distributions

Answer:
Taxable income from operations
$500,000
Loss on distribution of land ($75,000 - $125,000)*
0
Total taxable income
$500,000
Federal income tax ($500,000 x 34%)
(170,000)
* Loss on a distribution of property is not recognized.
b.

Compute Tigers current E&P for 2010.

Answer:
Taxable income
Subtract:
Federal income tax
Adjustment for E&P loss on distribution of land
Current E&P
c.

$500,000
(170,000)
(
0)
$330,000

Compute Tigers accumulated E&P at the beginning of 2011.

Answer:
Current E&P
Subtract:
E&P basis of land distributed in 2010
Add:
Mortgage assumed by Mike
CE&P after distribution
Accumulated E&P, beginning of 2010
Accumulated E&P, beginning of 2011

$330,000
(125,000)
15,000
$220,000
750,000
$970,000

d.
What amount of dividend income does Mike report as a result of the
distribution?
Answer:
Mike reports dividend income of $60,000, computed as the fair market value
of the land received ($75,000) less the liability he assumes ($15,000).
e.

What is Mikes tax basis in the land he received from Tiger?

Answer:
$75,000. Mikes income tax basis in the land equals its fair market
value.
45. Illini Corporation reported taxable income of $500,000 from operations for 2010. The
company paid federal income taxes of $170,000 on this taxable income. During the year, the
company made a distribution of an automobile to its sole shareholder, Carly Urbana. The autos
fair market value was $30,000 and its tax basis to Illini was $0. The autos E&P basis was

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$15,000. Any gain from the distribution will be taxed at 34%. Illini had accumulated E&P of

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$1,500,000.
a.

Compute Illinis total taxable income and federal income tax paid as a result of
the distribution.

Answer:
Taxable income from operations
Gain on distribution of auto ($30,000 - $0)
Total taxable income
Federal income tax ($530,000 x 34%)
b.

$500,000
30,000
$530,000
(180,200)

Compute Illinis current E&P for 2010.

Answer:
Taxable income
$530,000
Subtract:
Federal income tax
(180,200)
Adjustment for E&P gain on distribution of auto* ( 15,000)
Current E&P
$334,800
* $30,000 tax gain $15,000 E&P gain ($30,000 - $15,000)
c.

Compute Illinis accumulated E&P at the beginning of 2011.

Answer:
Current E&P
Subtract:
Fair market value of auto distributed in 2010
CE&P after distribution
Accumulated E&P, beginning of 2010
Accumulated E&P, beginning of 2011
d.

$334,800
( 30,000)
$304,800
1,500,000
$1,804,800

What amount of dividend income does Carly report as a result of the distribution?

Answer:
Carly reports dividend income of $30,000, computed as the fair market value
of the auto received ($30,000). Illini has sufficient current earnings and
profits to support dividend treatment.
e.

What is Carlys tax basis in the auto she received from Illini?

Answer:
$30,000. Carlys income tax basis in the auto equals its fair market
value.
46. Beaver Corporation reported taxable income of $500,000 from operations for 2010. The

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Chapter 18 - Corporate Taxation: Nonliquidating Distributions

company paid federal income taxes of $170,000 on this taxable income. During the year, the

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Chapter 18 - Corporate Taxation: Nonliquidating Distributions

company made a distribution of land to its sole shareholder, Eugenia VanDam. The lands fair
market value was $20,000 and its tax and E&P basis to Beaver was $50,000. Eugenia assumed a
mortgage on the land of $25,000. Any gain from the distribution will be taxed at 34%. Beaver
had accumulated E&P of $1,500,000.
a.

Compute Beavers total taxable income and federal income tax paid as a result of
the distribution.

Answer:
Taxable income from operations
Loss on distribution of land ($25,000 - $50,000)*
Total taxable income
Federal income tax ($500,000 x 34%)

$500,000
0
$500,000
($170,000)

* Loss on a distribution of property is not recognized. Because the mortgage

assumed exceeds the propertys fair market value, the lands fair market
value for purposes of computing gain would equal the mortgage assumed.
b.

Compute Beavers current E&P for 2010.

Answer:
Taxable income
Subtract:
Federal income tax
Adjustment for E&P loss on distribution of land
Current E&P
c.

$500,000
(170,000)
(
0)
$330,000

Compute Beavers accumulated E&P at the beginning of 2011.

Answer:
Current E&P
Subtract:
E&P basis of land distributed
Add:
Mortgage assumed by Eugenia
CE&P after distribution
Accumulated E&P, beginning of 2010
Accumulated E&P, beginning of 2011

$330,000
(50,000)
25,000
$305,000
1,500,000
$1,805,000

d.
What amount of dividend income does Eugenia report as a result of the
distribution?
Answer:
Eugenia reports dividend income of $0, computed as the fair market value of
the land received ($20,000) less the liability she assumes ($25,000).

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Chapter 18 - Corporate Taxation: Nonliquidating Distributions

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Chapter 18 - Corporate Taxation: Nonliquidating Distributions

e.

What is Eugenias income tax basis in the land received from Beaver?

Answer:
$20,000. Eugenias income tax basis in the land equals its fair market
value.
47. Nittany Company pays its sole shareholder, Joe Papa, a salary of $100,000. At the end of
each year, the company pays Joe a bonus equal to the difference between the corporations
taxable income for the year (before the bonus) and $75,000. In this way, the company hopes to
keep its taxable income at amounts that are taxed at either 15% or 25%. For 2010, Nittany
reported pre-bonus taxable income of $675,000 and paid Joe a bonus of $600,000. On audit, the
IRS determined that individuals working in Joes position earned on average $300,000 per year.
The company had no formal compensation policy and never paid a dividend.
a.

How much of Joes bonus might the IRS recharacterize as a dividend?

Answer:
The IRS could treat Joe as receiving a constructive dividend to the
extent the bonus is considered unreasonable compensation. The IRS could
argue that the total compensation in excess of what an individual in Joes
position typically receives as compensation should be recharacterized as a
dividend. Joes excess compensation would be $400,000 ($100,000 + $600,000
- $300,000).
b.

What arguments might Joe make to counter this assertion?

Answer:
Joe could argue that his value to the company exceeds what a person
in his position receives on average. He would have to convince the IRS or the
court that his role in the company has unique features. Factors that would
work against Joe are the companys lack of a formal compensation policy
and not paying dividends.
c.
Assuming the IRS recharacterizes $200,000 of Joes bonus as a dividend,
what additional income tax liability does Nittany Company face?
Answer:
Nittany would be denied a deduction for the $200,000, increasing the
companys taxable income from $75,000 to $275,000. The companys
marginal tax rate on the additional $200,000 is 34%, increasing its tax
liability by $68,000. Joe would reduce the tax rate he pays on the $200,000
from 35% to 15%, saving $40,000. In addition, he would not have to pay any
payroll taxes on the amount recharacterized as a dividend.
48. Hoosier Corporation declared a 2-for-1 stock split to all shareholders of record on March 25,
2010. Hoosier reported current E&P of $600,000 and accumulated E&P of $3,000,000. The total

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Chapter 18 - Corporate Taxation: Nonliquidating Distributions

fair market value of the stock distributed was $1,500,000. Barbara Bloomington owned 1,000
shares of Hoosier stock with a tax basis of $100 per share.
a.
What amount of taxable dividend income, if any, does Barbara recognize
in 2010? Assume the fair market value of the stock was $150 per share on March
25, 2010.
Answer:
The stock dividend is not taxable because it is pro rata to all the
shareholders.
b.
What is Barbaras income tax basis in the new and existing stock she owns
in Hoosier Corporation, assuming the distribution is tax-free?
Answer:
The new stock is allocated part of the tax basis of the old stock based
on relative fair market value. In a 2 for 1 stock split, Barbara would allocate
half of the basis of the old stock ($100) to the new stock, making her tax basis
in the old and new stock $50 per share.
c.
How does the stock dividend affect Hoosiers accumulated E&P at the
beginning of 2011?
Answer:
Hoosier does not adjust its E&P for the stock dividend because it is
not taxable to the shareholders.
49. Badger Corporation declared a stock dividend to all shareholders of record on March 25,
2010. Shareholders will receive 1 share of Badger stock for each 10 shares of stock they already
own. Madison Cheeseman owns 1,000 shares of Badger stock with a tax basis of $100 per share.
The fair market value of the Badger stock was $110 per share on March 25, 2010.
a.
What amount of taxable dividend income, if any, does Madison recognize
in 2010?
Answer:
The stock dividend is not taxable because it is pro rata to all the
shareholders.
b.
What is Madisons income tax basis in her new and existing stock in
Badger Corporation, assuming the distribution is non-taxable?
Answer:
The new stock is allocated part of the tax basis of the old stock based
on relative fair market value. After the stock dividend, Madison will own
1,100 shares of Badger stock (1,000 + 1,000/10), each with the same fair

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Chapter 18 - Corporate Taxation: Nonliquidating Distributions

market value. Her basis in each share of stock will be $91, computed as (1,000 shares x
$100 basis) / 1,100.
c.
How would you answer questions a and b if Madison was offered the
choice between 1 share of stock in Badger for each 10 she owned or $100 cash for
each 10 shares she owned in Badger?
Answer:
Madison would have a taxable dividend equal to $10,000, computed as
1,000/10 x $100, because the distribution has the potential to be non pro rata
to the shareholders. Madisons tax basis in the stock she receives will equal
its fair market value of $10,000 (100 x $100).
50. Wildcat Company is owned equally by Evan Stone and his sister Sara, each of whom held
1,000 shares in the company. Sara wants to reduce her ownership in the company, and it was
decided that the company will redeem 500 of her shares for $25,000 per share on December 31,
2010. Saras income tax basis in each share is $5,000. Wildcat has current E&P of $10,000,000
and accumulated E&P of $50,000,000.
a.
What is the amount and character (capital gain or dividend) recognized by
Sara as a result of the stock redemption?
Answer:
Sara reduces her ownership in Wildcat Company from 50% to
33.33% (500/1,500). Sara meets the substantially disproportionate test to
treat the redemption as an exchange. Under this test, she reduces her
ownership below 50%, and her ownership percentage after the redemption is
less than 80% of her ownership before the redemption (80% x 50% = 40%).
As a result, Sara recognizes a capital gain of $20,000 per share ($25,000 $5,000).
b.
What is Saras income tax basis in the remaining 500 shares she owns in
the company?
Answer:
Saras income tax basis in the remaining shares remains $5,000 per
share.
c.
Assuming the company did not make any dividend distributions during
2010, by what amount does Wildcat reduce its E&P as a result of the redemption?
Answer:
$12,500,000. Wildcat reduces its accumulated E&P by the lesser of
the cash distributed ($12,500,000 {500 * $25,000}) or the percentage of stock
redeemed times accumulated E&P after reduction by any dividends paid
during the year (500/2,000 x $60,000,000 = $15,000,000).

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Chapter 18 - Corporate Taxation: Nonliquidating Distributions

51. Flintstone Company is owned equally by Fred Stone and his sister Wilma, each of whom
held 1,000 shares in the company. Wilma wants to reduce her ownership in the company, and it
was decided that the company will redeem 250 of her shares for $25,000 per share on December
31. Wilmas income tax basis in each share is $5,000. Flintstone has current E&P of
$10,000,000 and accumulated E&P of $50,000,000.
a.
What is the amount and character (capital gain or dividend) recognized by
Wilma as a result of the stock redemption, assuming only the substantially
disproportionate with respect to the shareholder test is applied?
Answer:
Wilma reduces her ownership in Flintstone Company from 50% to
42.9% (750/1,750). Wilma fails the substantially disproportionate test to
treat the redemption as an exchange. Although she reduces her ownership
below 50%, her ownership percentage after the redemption is not less than
80% of her ownership before the redemption (80% x 50% = 40%). As a
result, Wilma recognizes a dividend of $6,250,000 ($25,000 x 250 shares).
b.
Given your answer to question a, what is Wilmas income tax basis in the
remaining 750 shares she owns in the company?
Answer:
Wilmas income tax basis in the remaining shares of stock is
$5,000,000. Wilma adds back the unused tax basis of the 250 shares
redeemed ($1,250,000) to the basis of her remaining 750 shares ($3,750,000).
c.
Assuming the company did not make any dividend distributions during
2010, by what amount does Flintstone reduce its E&P as a result of the
redemption?
Answer:
Flintstone reduces its E&P by $6,250,000, the amount of dividend income
reported by Wilma.
d.
What other argument might Wilma make to treat the redemption as an
exchange?
Answer:
Wilma could argue that the distribution is not essentially equivalent to a
dividend (section 301(b)(1)) because she reduced her ownership below 50
percent. This is a subjective test that requires IRS approval.
52. {planning} Using the facts in problem 51, determine the minimum amount of stock that
Flintstone must redeem from Wilma for her to treat the redemption as being substantially
disproportionate with respect to the shareholder and receive exchange treatment.

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Chapter 18 - Corporate Taxation: Nonliquidating Distributions

Answer:
Wilma must reduce her stock ownership in Flintstone below 40% as a result of the
exchange. The algebraic equation to solve for the number of shares to have
redeemed is (1,000 X) / (2,000 X) < 40%, where X equals the number of shares
redeemed. Solving for X, the number of shares to be redeemed equals 334. After a
redemption of 334 shares, Wilma will own 666 out of 1,666 shares of Flintstone
stock. 666/1,666 = 39.98%, which is below the required 40% threshold to have the
redemption treated as an exchange for tax purposes.
53. Bedrock, Inc. is owned equally by Barney Rubble and his wife Betty, each of whom held
1,000 shares in the company. Betty wants to reduce her ownership in the company, and it was
decided that the company will redeem 500 of her shares for $25,000 per share on December 31.
Bettys income tax basis in each share is $5,000. Bedrock has current E&P of $10,000,000 and
accumulated E&P of $50,000,000.
a.
What is the amount and character (capital gain or dividend) recognized by
Betty as a result of the stock redemption, assuming only the substantially
disproportionate with respect to the shareholder test is applied?
Answer:
Betty reduces her direct ownership in Bedrock, Inc. from 50% to
33.3% (500/1,500). However, under the family attribution rules, she is
deemed to own the 1,000 shares owned by her husband, Barney. Her stock
ownership before the exchange is 100%, and her ownership after the
exchange is still 100% (1,500/1,500). Betty fails the substantially
disproportionate test to treat the redemption as an exchange. As a result,
Betty recognizes a dividend of $12,500,000 ($25,000 x 500 shares).
b.
Given your answer to question a, what is Bettys income tax basis in the
remaining 500 shares she owns in the company?
Answer:
Bettys income tax basis in her remaining shares is $5,000,000. Betty adds
back the unused tax basis of the 500 shares redeemed ($2,500,000) to the
basis of her remaining 500 shares ($2,500,000).
c.
Assuming the company did not make any dividend distributions during
2010, by what amount does Bedrock reduce its E&P as a result of the redemption?
Answer:
Bedrock reduces its accumulated E&P by the cash distributed
($12,500,000).
d.

Can Betty argue that the redemption is not essentially equivalent to a

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Chapter 18 - Corporate Taxation: Nonliquidating Distributions

dividend and should be treated as an exchange?

Answer:
No. The attribution rules apply to this test as well as the other stock
ownership tests. As a result, Betty is treated as owning 100% of the Bedrock
stock before and after the reduction.
54. {research} Assume in problem 53 that Betty and Barney are not getting along and have
separated due to marital discord (although they are not legally separated). In fact, they cannot
even stand to talk to each other anymore and communicate only through their accountant. Betty
wants to argue that she should not be treated as owning any of Barneys stock in Bedrock
because of their hostility towards each other. Can family hostility be used as an argument to void
the family attribution rules? Consult Rev. Rul. 80-26, 1980-1 C.B. 66, Robin Haft Trust v.
Comm., 510 F.2d 43 (CA-1 1975), Metzger Trust v. Comm., 693 F.2d 459 (CA-5 1982, and
Cerone v. Comm., 87 TC 1 (1986).
Answer:
Probably not. The IRS held that family hostility cannot be used to ignore the family
attribution rules in Rev. Rul. 80-26, 1980-1 C.B. 66. In Robin Haft Trust v. Comm., 510
F.2d 43 (CA-1 1975), the 1st Circuit reversed the Tax Court (62 T.C. 145 (1974)) and
held that family hostility might negate the presumption of the family attribution
rules. The 5th Circuit (Metzger Trust v. Comm., 693 F.2d 459 (CA-5 1982)) and the Tax
Court (Cerone v. Comm., 87 TC 1 (1986)) have held that family hostility should not
affect the application of the attribution rules. In Metzger, the 5th Circuit explained its
decision as follows:
The courts of appeal have been given the authority to review Tax Court decisions at
least in part because it was thought that a generalists perspective would be helpful;
that we are less likely to succumb to the arcane. Yet the avoidance of the arcane must
include recognition of the limits of tax law. It is not a task measured by the chancellors
foot. As understandable as it may be, yielding to the temptation to do equity in a
specific tax case by looking past plain language to judicially perceived purpose will not
do. We do not.
The Tax Court noted in Cerone that family hostility might have a limited role in testing
for dividend equivalence under 302(b)(1).
55. Boots, Inc. is owned equally by Frank Albert and his daughter Nancy, each of whom held
1,000 shares in the company. Frank wants to retire from the company, and it was decided that
the company will redeem all 1,000 of his shares for $25,000 per share on December 31. Franks
income tax basis in each share is $500. Boots, Inc. has current E&P of $1,000,000 and
accumulated E&P of $5,000,000.
a.
What must Frank do to ensure that the redemption will be treated as an
exchange?

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Chapter 18 - Corporate Taxation: Nonliquidating Distributions

Answer:
Frank must file a triple i agreement with the IRS, in which he agrees
he will not acquire a prohibited interest in the next 10 years. By filing such
an agreement, Frank can waive the family attribution rules and be treated as
having a complete termination of his interest in Boots, Inc.
b.
If Frank remained as the Chairman of the Board after the redemption,
what is the amount and character (capital gain or dividend) of income that Frank
will recognize in 2010?
Answer:
Frank will have retained a prohibited interest in the company, which
will cause the family attribution rules to apply to the distribution. Frank will
be deemed to own 100% of the company before and after the distribution. As
a result, the distribution will be treated as a property distribution under
section 301. Franks distribution totals $25,000,000 ($25,000 x 1,000 shares).
The distribution will be a dividend to the extent of the companys E&P of
$6,000,000. The remaining $19,000,000 will be a tax-free return of capital to
the extent of Franks basis in his shares of stock ($500,000) and a capital gain
for the remaining amount ($18,500,000).
c.
If Frank treats the redemption as a dividend in 2010, what happens to his
stock basis in the 1,000 shares redeemed?
Answer:
Frank will have a basis of $0 in his stock after the transaction. His
unused basis otherwise would transfer to Nancy, the person who attributed
stock to him that caused him to fail the exchange test.
56. {research} In Problem 55, Nancy would like to have Frank stay on as a consultant after all of
his shares are redeemed. She would pay him a modest amount of $500 per month. Nancy wants
to know if there is any de minimis rule such that Frank would not be treated as having retained a
prohibited interest in the company because he is receiving such a small amount of money.
Consult Lynch v. Comm., 801 F.2d 1176 (CA-9 1986), reversing 83 T.C. 597 (1984), Seda, 82
T.C. 484 (1984), and Cerone, 87 T.C. 1 (1986).
Answer:
The courts generally have held that there is no de minimis rule in determining if a
shareholder has acquired a prohibited interest in a corporation for purposes of
waiving the family attribution rules in a complete termination of the shareholders
stock interest in a corporation. In Lynch, 83 T.C. 597 (1984), the Tax Court held
that a salary of $500 per month was not substantial enough to treat the family
member as having a prohibited interest. The 9th Circuit reversed the Tax Courts
decision in Lynch, 801 F.2d 1176 (CA-9 1986), and held that the Tax Court had no
authority to read into the legislative history of 302(c) a de minimis rule. In Seda,
82 T.C. 484 (1984), the Tax Court held that a monthly salary of $1,000 was

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Chapter 18 - Corporate Taxation: Nonliquidating Distributions

substantial enough to treat the family member as having a prohibited interest. In Cerone,
87 T.C. 1 (1986), the Tax Court ruled that a salary of $14,400 per year was
substantial enough to treat the family member as having a prohibited interest (it
was in excess of the $12,000 received by the taxpayer in Seda).
57. {planning} The Limited Brands recently repurchased 68,965,000 of its shares, paying $29
per share. The total number of shares outstanding before the redemption was 473,223,066. The
total number of shares outstanding after the redemption was 404,258,066. Assume your client
owned 20,000 shares of stock in The Limited. What is the minimum number of shares she must
tender to receive exchange treatment under the substantially disproportionate with respect to the
shareholder change-in-ownership rules?
Answer:
Before the redemption, your client owned 0.0042263% of the stock (20,000 /
473,223,066). To meet the substantially disproportionate with respect to the
shareholder change-in-ownership rules, your client must reduce her stock
ownership below .0033811% (80%). The algebraic equation to solve for the number
of shares to be redeemed is (20,000 X) / 404,258,066 < .000033811. Solving for X,
the number of shares to have redeemed equals 6,332 shares. After the redemption,
your client will own 13,668 shares. Her percentage ownership will now be .
0033810%, which is below the 80% threshold. With an ownership percentage this
small, it is likely that any redemption that reduces the shareholders percentage
stock ownership will be treated as an exchange under the not essentially equal to a
dividend test.
58. Cougar Company is owned equally by Cat Stevens and a partnership that is owned equally
by his father and two unrelated individuals. Cat and the partnership each own 3,000 shares in the
company. Cat wants to reduce his ownership in the company, and it is decided that the company
will redeem 1,500 of his shares for $25,000 per share. Cats income tax basis in each share is
$5,000. What are the income tax consequences to Cat as a result of the stock redemption,
assuming the company has earnings and profits of $10 million?
Answer:
Cat owns directly 3,000 shares in Cougar Company and owns 1,000 shares indirectly
through his fathers ownership in the partnership (1/3 x 3,000). Prior to the
redemption, Cat owns 4,000 / 6,000 shares = 66.67%. After the redemption of 1,500
shares, Cat owns 2,500 / 4,500 shares = 55.55%. Because Cats stock ownership
remains above 50%, he will be treated as having received a dividend to the extent of
the corporations E&P ($10,000,000). Of the remaining distribution of $27,500,000,
$7,500,000 will be treated as a tax-free return of capital (1,500 x $5,000) and
$20,000,000 will be treated as gain from sale of stock (capital gain).
59. {planning} Oriole Corporation, a privately-held company, has one class of voting common
stock, of which 1,000 shares are issued and outstanding. The shares are owned as follows:

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Chapter 18 - Corporate Taxation: Nonliquidating Distributions

Larry Byrd
Paul Byrd (Larrys son)
Lady Byrd (Larrys daughter)
Cal Rifkin (unrelated)
Total

400
200
200
200
1,000

Larry is considering retirement and would like to have the corporation redeem all of his
shares for $400,000.
a.
What must Larry do or consider if he wants to guarantee that the
redemption will be treated as an exchange?
Answer:
Because this is a complete termination of his direct ownership interest
in Oriole Corporation, Larry can elect to waive the family attribution rules
provided he does not acquire a prohibited interest in Oriole over the next ten
years. Larry must file a triple i agreement with the IRS to waive the
election and agree to alert the IRS if he acquires a prohibited interest within
the next 10 years.
b.
Could Larry still act as a consultant to the company and still have the
redemption treated as an exchange?
Answer:
No. A consultant is considered a prohibited interest in Oriole
Corporation.
60. {research} Using the facts from Problem 59, Oriole Corporation proposes to pay Larry
$100,000 and give him an installment note that will pay him $30,000 per year for the next 10
years plus a market rate of interest. Will this arrangement allow Larry to treat the redemption as
an exchange? Consult 453(k)(2)(A).
Answer:
Yes. 453(k)(2)(A) allows a corporation to issue an installment note to a shareholder
in a redemption if the corporation is privately-held. The installment note would not
be considered a prohibited interest (being a creditor of the company is allowed).
61. EG Corporation redeemed 200 shares of stock from one of its shareholders in exchange for
$200,000. The redemption represented 20% of the corporations outstanding stock. The
redemption was treated as an exchange by the shareholder. By what amount does EG reduce its
total E&P as a result of the redemption under the following E&P assumptions?
a.

EGs total E&P at the time of the distribution was $2,000,000.

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Chapter 18 - Corporate Taxation: Nonliquidating Distributions

Answer:
In a redemption treated as an exchange, EG reduces its E&P by the
lesser of the amount distributed ($200,000) or the percentage of stock
redeemed times E&P at the time of the distribution (20% x $2,000,000 =
$400,000). In this case, EG reduces its E&P by $200,000.
b.

EGs total E&P at the time of the distribution was $500,000.

Answer:
In a redemption treated as an exchange, EG reduces its E&P by the
lesser of the amount distributed ($200,000) or the percentage of stock
redeemed times E&P at the time of the distribution (20% x $500,000 =
$100,000). In this case, EG reduces its E&P by $100,000.
62. {research} Spartan Corporation redeemed 25% of its shares for $2,000 on July 1, 2010, in a
transaction that qualified as an exchange under 302(a). Spartans accumulated E&P on January
1, 2010 was $2,000. Its current E&P for 2010 was $12,000. During 2010, Spartan made
dividend distributions of $1,000 on June 1 and $4,000 on August 31. Determine the beginning
balance in Spartans accumulated E&P at January 1, 2011. See Rev. Rul. 74-338, 1974-2 C.B.
101 and Rev. Rul. 74-339, 1974-2 C.B. 103 for help in making this calculation.
Answer:
Spartan first reduces its current E&P for dividend distributions made during the
year. Current E&P is $7,000 ($12,000 - $1,000 - $4,000) for purposes of computing
the effect of the redemption on accumulated E&P. Accumulated E&P on July 1,
2010, is $5,490 ($2,000 + $7,000 x 182 / 365). Spartan reduces accumulated E&P as
a result of the redemption by the lesser of the distribution ($2,000) or (25% x $5,490
= $1,372). Accumulated E&P at January 1, 2011, is $7,628 ($2,000 + $12,000 $1,000 - $4,000 - $1,372).
63. Spartan Corporation made a distribution of $500,000 to Rusty Cedar in partial liquidation of
the company on December 31, 2010. Rusty, an individual, owns 100% of Spartan Corporation.
The distribution was in exchange for 50% of Rustys stock in the company. At the time of the
distribution, the shares had a fair market value of $200 per share. Rustys income tax basis in the
shares was $50 per share. Spartan had total E&P of $8,000,000 at the time of the distribution.
a.
What is the amount and character (capital gain or dividend) of any income
or gain recognized per share by Rusty as a result of the partial liquidation?
Answer:
An individual receives exchange treatment on distributions in partial
liquidation of stock. As a result, Rusty reports capital gain of $150 per share
of stock exchanged ($200 - $50).
b.
Assuming Spartan made no other distributions to Rusty during 2010, by
what amount does Spartan reduce its total E&P as a result of the partial

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Chapter 18 - Corporate Taxation: Nonliquidating Distributions

liquidation?
Answer:
Spartan reduces its E&P by the lesser of the amount distributed
($500,000) or (50% x $8,000,000 = $4,000,000). In this case, Spartan reduces
its E&P by $500,000.
64. Wolverine Corporation made a distribution of $500,000 to Rich Rod, Inc. in partial
liquidation of the company on December 31, 2010. Rich Rod, Inc. owns 100% of Spartan
Corporation. The distribution was in exchange for 50% of Rich Rod, Inc.s stock in the
company. At the time of the distribution, the shares had a fair market value of $200 per share.
Rich Rod, Inc.s income tax basis in the shares was $50 per share. Spartan had total E&P of
$8,000,000 at the time of the distribution.
a.
What is the total amount and character (capital gain or dividend) of any
income or gain recognized by Rich Rod, Inc. as a result of the partial liquidation?
Answer:
A corporation receives dividend treatment on distributions in partial
liquidation of stock. As a result, Rich Rod, Inc. reports a dividend of
$500,000, which is eligible for a 100% dividends received deduction.
b.
Assuming Spartan made no other distributions to Rich Rod, Inc. during
2010, by what amount does Spartan reduce its total E&P as a result of the partial
liquidation?
Answer:
$500,000, the amount treated by Rich Rod, Inc. as a dividend.
Comprehensive problems
65. Lanco Corporation, an accrual basis corporation, reported taxable income of $1,460,000 for
2010.
Included in the computation of taxable income were the following items:
MACRS depreciation of $200,000. Straight line depreciation would have been $120,000.
A net capital loss carryover of $10,000 from 2009
A net operating loss carryover of $25,000 from 2009
$65,000 capital gain from the distribution of land to the companys sole shareholder (see
below)
Not included in the computation of taxable income were the following items:
Tax-exempt income of $5,000
Life insurance proceeds of $250,000
Excess current year charitable contribution of $2,500 (to be carried over to 2011)

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Tax-deferred gain of $20,000 on a like-kind exchange

Federal income tax refund from 2009 of $35,000
Non-deductible life insurance premium of $3,500
Non-deductible interest expense of $1,000 on a loan used to buy tax-exempt bonds

Lanco paid federal income taxes for 2010 of $496,400. The companys accumulated E&P at the
beginning of the year was $2,400,000.
During 2010, Lanco made the following distributions to its sole shareholder, Luigi (Lug) Nutt:
June 30, 2010: $50,000
September 30, 2010: Parcel of land with a fair market value of $75,000. Lancos tax
basis in the land was $10,000. Lug assumed an existing mortgage on the property of
$15,000.
a.

Compute Lancos current E&P for 2010.

Answer:
Taxable income
$1,460,000
Add:
Excess of MACRS depreciation over straight-line
80,000
NCL carryover from 2009
10,000
NOL carryover from 2009
25,000
Tax-exempt income
5,000
Life insurance proceeds
250,000
Subtract:
Federal income taxes accrued (at 34%)
(496,400)
Excess charitable contribution
( 2,500)
Non-deductible life insurance premium
( 3,500)
Non-deductible interest expense
( 1,000)
Current E&P
$1,326,600
The federal income tax refund is not added back because Lanco is an
accrual basis taxpayer. No adjustment is made for the capital gain
recognized on the distribution to Lug because the land has the same basis for
income tax and E&P purposes.
b.
Compute the amount of dividend income reported by Lug Nutt in 2010 as
a result of the distributions
Answer:
Lug reports dividend income of $110,000 , which includes the cash
distribution of $50,000 and $60,000 from the land distribution ($75,000 $15,000 mortgage assumed).
c.

Compute Lancos accumulated E&P at the beginning of 2011

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Answer:

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Chapter 18 - Corporate Taxation: Nonliquidating Distributions

Current E&P
Subtract:
Cash dividend
Fair market value of land distributed
Add:
Mortgage assumed by Lug
CE&P after distribution
Accumulated E&P, beginning of 2010
Accumulated E&P, beginning of 2011

$1,326,600
(50,000)
(75,000)
15,000
$1,216,600
2,400,000
$3,616,600

66. Petoskey Stone Quarry, Inc. (PSQ), a calendar year, accrual basis C Corporation, provides
landscaping supplies to local builders in northern Michigan. PSQ has always been a family
owned business and has a single class of voting common stock outstanding. The 500 outstanding
shares are owned as follows:
Number
of shares
Nick Adams
Amy Adams (Nicks wife)
Abigail Adams (Nicks daughter)
Charlie Adams (Nicks son)
Sandler Adams (Nicks father)
Total shares

150
150
50
50
100
500

Nick Adams serves as President of PSQ, and his father Sandler serves as Chairman of the Board.
Amy is the companys CFO, and Abigail and Charlie work as employees of the company.
Sandler would like to retire and sell his shares back to the company. The fair market value of the
shares is $500,000. Sandlers tax basis is $10,000.
The redemption is tentatively scheduled to take place on December 31, 2010. As of January 1,
2010, PSQ had accumulated earnings and profits of $2,500,000. The company projects current
E&P for 2010 of $200,000. The company intends to pay pro rata cash dividends of $300 per
share to its shareholders on December 1, 2010.
a.
Assume the redemption takes place as planned on December 31 and no
elections are made by the shareholders.
1.
What amount of dividend or capital gain will Sandler
recognize as a result of the stock redemption?
Answer:
Sandler will have a dividend of $500,000. Under the
family attribution rules, Sandler is deemed to own the shares of stock
of his son Nick (150) and his grandchildren Abigail (50) and Charlie
(50). He is not deemed to own any of Amys stock. Prior to the redemption, Sandler owns
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Chapter 18 - Corporate Taxation: Nonliquidating Distributions

350 / 500 shares = 70%. After the redemption, assuming he does not waive the family
attribution rules, Sandler is deemed to own 250 / 400 = 62.5% of the
companys stock. The company has ample E&P to absorb the
distribution to Sandler on December 31 and the distribution of
$150,000 (500 x $300) on December 1.
2.
How will the remaining tax basis of Sandler's stock be
allocated to the remaining shareholders?
Answer:
Sandlers unused tax basis in his stock of $10,000 will be
allocated to Nick, Abigail, and Charlie on a pro rata basis because
they caused him to fail the exchange test.
b.
What must Sandler and the other shareholders do to change the tax results
you calculated in question a?
Answer:
Sandler must file a triple i agreement with the IRS to waive the family
attribution rules. He will then have a capital gain of $490,000 ($500,000 $10,000) because he will be treated as having a complete termination of his
interest in PSQ.
c.
Compute PSQs accumulated earnings and profits on January 1, 2011
assuming the redemption is treated as an exchange.
Answer:
Current E&P
Subtract:
Cash dividends on December 1
Current E&P on December 31 after dividends
Accumulated E&P, beginning of 2010
Accumulated E&P at December 31
Subtract:
Lesser of cash distributed = $500,000
or 20% x $2,550,000 = $510,000
Accumulated E&P at January 1, 2011

$200,000
(150,000)
50,000
2,500,000
$2,550,000
( 500,000)
$2,050,000

67. [comprehensive] Thriller Corporation has one class of voting common stock, of which 1,000
shares are issued and outstanding. The shares are owned as follows:
Joe Jackson
Mike Jackson (Joes son)
Jane Jackson (Joes daughter)
Vinnie Price (unrelated)
Total

400
200
200
200
1,000
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Chapter 18 - Corporate Taxation: Nonliquidating Distributions

Thriller Corporation has current E&P of $300,000 for 2010 and accumulated E&P at January 1,
2010 of $500,000.
During 2010, the corporation made the following distributions to its shareholders:
03/31: Paid a dividend of $10/share to each shareholder ($10,000 in total).
06/30: Redeemed 200 shares of Joes stock for $200,000. Joes basis in the 200
shares redeemed was $100,000.
09/30: Redeemed 60 shares of Vinnies stock for $60,000. His basis in the 60
shares was $36,000.
12/31: Paid a dividend of $10/share to each shareholder ($7,400 in total).
a.
Determine the tax status of each distribution made during 2010. (Hint:
First, consider if the redemptions are treated as dividend distributions or
exchanges.)
Answer:
The $10,000 distribution on March 31 is a dividend because CE&P of
$300,000 exceeds total dividends distributed during the year. The $7,400
distribution on December 31 is a dividend because CE&P of $300,000 exceeds
total dividends distributed during the year.
Joe is deemed to own 800 of the 1,000 (80%) shares of Thriller Corporation
(400 directly and 200 each from Mike and Jane) before the redemption.
After the redemption Joe is deemed to own 600 of the 800 (75%) remaining
shares of Thriller Corporation (200 directly and 200 each from Mike and
Jane). Joe fails the stock ownership tests because he still owns more than
50% of the stock. Therefore, the entire $200,000 received by Joe is treated as
a dividend.
Vinnie owns 200 of the remaining 800 (25%) shares of Thriller
Corporation stock before the redemption. After the redemption, Vinnie owns
140 of the 740 (18.9%) remaining shares of Thriller Corporation stock.
Vinnie meets both the 50% and 80% tests of 302(b)(2) (18.9% is less than 50%
and is less than {80% 25%} = 20%). Vinnie treats the redemption as an
exchange and reports a capital gain of $24,000 ($60,000 - $36,000).
b.

Compute the corporations accumulated E&P at January 1, 2011

Answer:
Thriller Corporation first reduces its CE&P for the dividends paid during
the current year:
CE&P
$300,000

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Chapter 18 - Corporate Taxation: Nonliquidating Distributions

- Dividends paid
Undistributed CE&P
x 273 / 365
Undistributed CE&P at 9/30/10
Accumulated E&P at 1/01/109
Total AE&P at 9/30/10
Reduce AE&P by the lesser of:
$60,000, or
60/800 x $561,950 = $42,146
Accumulated E&P at 01/01/11

(217,400)
$ 82,600
0.75
$61,950
500,000
$561,950
( 42,146)
$519,804

c.
Joe is considering retirement and would like to have the corporation
redeem all of his shares for $100,000 plus a 10-year note with a fair market value
of $300,000.
1.
What must Joe do or consider if he wants to insure that the
redemption will be treated as an exchange?
Answer:
Joe must execute a family attribution waiver and a triple i
agreement with the IRS in which he agrees not to acquire a
prohibited interest within the next 10 years. If he does acquire such
an interest, he must so inform the IRS or the statute of limitations on
the tax return that reports the redemption will begin to run. A
creditor is not a prohibited interest.
2.

Could Joe still act as a consultant to the company?

Answer:
The IRS and courts have held that serving as a consultant is
considered to be a prohibited interest. The Tax Court adopted a de
minimis rule with respect to how much the former shareholder is paid
($500/mo. was okay but not $1,000/mo.). The 9th Circuit overruled the
Tax Court in Lynch and held that no de minimis rule should be
applied.
d.
Thriller Corporation must pay attorneys fees of $5,000 to facilitate the
stock redemptions. Is this fee deductible?
Answer:
Generally, 162(k) disallows a deduction for expenses incurred in
connection with a stock redemption. However, Congress enacted 162(k)(2)
(A)(i) in 1996 to allow deductions for expenses related to indebtedness incurred
to repurchase stock. If the payment was to facilitate a debt offering to
repurchase the stock, the expense would be deductible.

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