Instructor for this course

This course is the third in a series of four courses covering the significant areas of corporate transactional taxation, including corporate organizations, dividends and other non-liquidating distributions, stock redemptions, liquidations, spinoffs and other corporate divisions, reorganizations and tax attributes.

This course focuses deeply on corporate liquidations (including liquidations of subsidiaries), Section 338 and other acquisitions, and corporate divisions (including spinoffs, splitoffs and splitups). It reviews in detail the tax implications of those transactions to all affected parties, including shareholders as well as the participating corporations.

In addition to discussing the key US tax provisions, regulations and case law, it describes planning considerations and discusses how the relevant tax rules apply to common fact patterns.

This course is ideal for tax professionals, financial accountants and management accountants that wish to develop or refresh expertise in corporate transactions. CFOs and other finance professionals who have some familiarity with tax and wish to increase their understanding of the area will also find it useful. 

Course Series

This course is included in the following series:

4 CoursesCorporate Transactional Taxation

  1. Corporate Transactional Tax I - Corporate Organizations, Contributions, Dividends and Non-liquidating Distributions
  2. Corporate Transactional Tax II - Stock Redemptions and Section 304 Transactions
  3. Corporate Transactional Tax III - Corporate Liquidations, Section 338 and Acquisitions, Spinoffs and other Divisions
  4. Corporate Transactional Tax IV - Corporate Reorganizations, Carryover of Corporate Tax Attributes, and Limitations on Usage of Corporate Tax Attributes

Learning Objectives

  • Identify corporate taxable and non-taxable subsidiary and non-subsidiary liquidations, Section 338 stock purchases and all types of corporate divisions that qualify for non-recognition.
  • Identify the principal Internal Revenue Code tax provisions governing those transactions, and interpretations (including regulations and case law) that can affect how those transactions are taxed.
  • Explore planning and structuring considerations and potential pitfalls concerning each type of those transactions.



Last updated/reviewed: June 11, 2021

3 Reviews (14 ratings)Reviews

Member's Profile
Difficult for non-tax person too many ifs ands and buts (or butts)
Anonymous Author
Good course.
Anonymous Author
Thanks Bro


Course Complexity: Advanced

No Advanced Preparation or Prerequisites are needed for this course. However, it is recommended to take the other courses in the series prior to completing this one.

Education Provider Information

Illumeo, Inc., 75 East Santa Clara St., Suite 1215, San Jose, CA 95113
For more information regarding this course, including complaint and cancellation policies, please contact our offices at (408) 400- 3993 or send an e-mail to .
Course Syllabus
Corporate Transactional Tax III
  12:58Section 331 Liquidations
  5:41Section 338 and Acquisitions
  6:16338 Requirements and 338 (g) Elections
  5:02Section 338 (g) Elections and Section 338 (h) (10) Elections
  7:58Corporate Divisions Background and Types of Distributions
  2:34Corporate Divisions Requirements for Tax-Free Treatment
  11:45Requirements and Restrictions
  12:56Corporate Divisions Other Aspects
Continuous Play
  1:12:23Corporate Transactional Taxation III
  PDFSlides: Corporate Transactional Tax III
  PDFCorporate Transactional Tax III Glossary/Index