Students seeking careers in investment banking, venture capital, private equity, corporate finance, corporate development, and management consulting will find this course appropriate. Although students pursuing these career paths do not need tax expertise, they do need to be able to evaluate critically when to call in the tax experts and to understand what the tax experts are saying. This course provides a general survey of the basic tax consequences from fundamental restructuring strategies and a framework for evaluating the priority that taxes have in these strategies. Students will be required to analyze how tax consequences affect the value of different strategies to the buyer and seller. Understanding the effect of taxes on the value of a deal for the buyer and seller prepares future financial executives and strategic advisors for making the right decisions and being effective negotiators. The course focuses on the tax consequences of restructuring strategies and their valuation implications, but it also covers the nontax advantages and disadvantages of these strategies. Most of the course covers the U.S. federal income tax issues of the restructuring of C corporations, but it also will address pass-through entities. Other topics will be taxable asset and stock acquisitions, tax-free asset and stock reorganizations, and divestitures and liquidations. The principal modes of instruction are cases, readings, articles, and exercises.


Academic course objectives:


·         Prepare students to be more effective negotiators and advisors

·         Develop a framework for evaluating the priority of tax consequences in restructuring strategies

·         Generate awareness of how taxes affect the value of restructuring strategies for all parties

·         Provide a solid foundation of tax law in fundamental restructuring strategies


Elements of the course grade:


Class contribution                   50%

Final exam                               50%


Prerequisites:  There are none although GBUS 8190 and GBUS 8625 are helpful.