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:

3 CoursesCorporate Transactional Taxation

  1. Corporate Transactional Tax I - Corporate Organizations, Contributions, Dividends and Non-liquidating Distributions
  2. Corporate Transactional Tax III - Corporate Liquidations, Section 338 and Acquisitions, Spinoffs and other Divisions
  3. 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: August 8, 2023
5 Reviews (23 ratings)


Anonymous Author
This was way too complex for a 1 credit class - even the video is over an hour. Good coverage of material, though it could have been presented more clearly given the complexity of the test questions. I like that the test questions really make you think about the most optimal transaction structure, though again, this would be better as a 2.5-3 credit class for those not already familiar with this topic.

Anonymous Author
Very complex topic with lots of information provided and not enough examples to answer the difficult exam questions

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
Company: Illumeo, Inc., 75 East Santa Clara St., Suite 1215, San Jose, CA 95113
Contact: 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 .
Instructor for this course
Course Syllabus
Corporate Transactional Tax III
  Section 331 Liquidations 12:58
  Section 338 and Acquisitions 5:41
  338 Requirements and 338 (g) Elections 6:16
  Section 338 (g) Elections and Section 338 (h) (10) Elections 5:02
  Corporate Divisions Background and Types of Distributions 7:58
  Corporate Divisions Requirements for Tax-Free Treatment2:34
  Requirements and Restrictions 11:45
  Corporate Divisions Other Aspects12:56
Continuous Play
  Corporate Transactional Taxation III1:12:23
  Slides: Corporate Transactional Tax IIIPDF
  Corporate Transactional Tax III Glossary/IndexPDF