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Appropriate for students interested in purchasing a company. Follows two MBA graduates with $5.2 million in equity to invest as they start the process of choosing an entity structure for their new venture.

This technical note focuses on common business entities: sole proprietorships, general partnerships (GPs), limited partnerships (LPs), limited liability partnerships (LLPs), limited liability companies (LLCs), S corporations, and C corporations and offers insights into the basic factors to consider when choosing one of these entities. The Appendix provides an overview of other important entities in the federal tax code: real-estate investment trusts (REITs), regulated investment companies (e.g., mutual funds), and publicly traded partnerships (PTPs).

This technical note provides a brief overview of tax planning, the U.S. tax system, and basic U.S. tax law attributable to fundamental business decisions in a corporation's life.

This technical note outlines the effect of Section 197 of the Internal Revenue Code on goodwill and other intangibles purchased in an acquisition. It compares the treatment of goodwill and other purchased intangibles for tax and financial accounting purposes. The note also briefly discusses the allocation of the purchase price in different taxable asset deal structures, the residual method, contingent payments and recapture taxes. These tax laws affect current and future cash flows to the acquirer and target shareholders and as a result can affect the price and optimal structure of a deal.

In September 2005, after years of bitter competition, Siebel Systems Inc. finally agreed to be acquired by Oracle Corporation. The two companies preferred different forms of consideration as payment for Siebel Systems and used a deal structure known as a "double dummy" to satisfy both parties. The case requires students to examine how the unique deal structure meets the tax and non-tax preferences of the corporations and their shareholders.

This case examines the creative strategies that the Lauder family used to monetize their position in Estée Lauder Companies, Inc. in the 1990s while deferring their tax liability on the appreciated position. The strategies include the use of the company's initial public offering to engage in a short-against-the-box transaction and the issuance of hybrid securities known as TRACES. The case allows the students to consider a variety of monetization strategies and the tax and non-tax consequences to those strategies. Students are also exposed to estate tax planning, taxation of derivatives and tax risk issues.

This case asks students to identify and evaluate the merits of two factors that have led a buy-side analyst to conclude that an acquiring company is a high-risk investment: (1) the company's allocation of acquisition proceeds and (2) the quality of the target's intellectual-property (IP) portfolio. The acquirer's allocation of the acquisition cost of the target is quite different from that of one of the company's previous deals. Careful interpretation of each line item for both acquisitions yields insights into the value management seeks with the acquisition. An IP-quality report supplied by an independent IP consulting firm likewise raises a number of issues students should identify. The primary objectives of the case are to (1) introduce IP-quality concepts as they relate to a firm's patent portfolio, (2) understand the accounting basis for firms' purchase-price allocations in IP-intensive acquisitions, and (3) compare and contrast the risk implications of acquisitions of in-process portfolios of drug candidates with established products.

In December 1998, an intellectual property executive at DuPont pondered a new program for the 196-year-old company. The executive was reviewing a proposal to donate DuPont patents to universities around the United States. The move promised substantial financial benefits for DuPont-the company could save on fees to maintain the patents, and they could gain significant tax deductions. But should DuPont make such a donation, and if so, should it offer patents in the life sciences or in another discipline? Did the program hold any strategic or tax-related risks for DuPont?

In September 2003, Jeffrey Immelt, CEO of General Electric, must evaluate a final proposal for GE to acquire Amersham plc, the leading producer of contrast agents used in medical diagnostics. The case permits the valuation of Amersham based on peer firms, comparable transactions, and recent trading history. But the focus of analysis is on the robustness of Amersham's intellectual property (IP). On close examination, the company's IP position is weaker than it appears, given recent patents filed by competitors. The economic impact of these IP challenges may be tested in the case of the company's leading product, Visipaque, for which the case gives cash flows. Discounted cash flow analysis reveals great sensitivity to the remaining years of effective patent life. A key lesson underscores the importance of due-diligence research on a firm's IP position.

In September 2003, Jeffrey Immelt, CEO of General Electric, must evaluate a final proposal for GE to acquire Amersham plc, the leading producer of contrast agents used in medical diagnostics. The case permits the valuation of Amersham based on peer firms, comparable transactions, and recent trading history. But the focus of analysis is on the robustness of Amersham's intellectual property (IP). On close examination, the company's IP position is weaker than it appears, given recent patents filed by competitors. The economic impact of these IP challenges may be tested in the case of the company's leading product, Visipaque, for which the case gives cash flows. Discounted cash flow analysis reveals great sensitivity to the remaining years of effective patent life. A key lesson underscores the importance of due-diligence research on a firm's IP position.

This case involves a hypothetical situation in which two business professors propose a deferred-compensation plan to the president of Stanford University after the passage of the Economic Growth and Reconciliation Act of 2001.

This guide provides an overview of tax planning, the tax system, and tax laws. It can be used as a supplement to "Taxes and Business Strategy: A Planning Approach," by Myron Scholes, Mark Wolfson, Merle Erickson, Ed Maydew and Terry Shevlin. It focuses on some central concepts for class discussion.

This case requires students to develop an understanding of (1) the nature of various business events, and (2) how such events affect a company's reported cash flows, net current assets, total assets, and net income. The case does not require the bookkeeping activities of recording and posting journal entries; therefore, it provides an opportunity for a managerially oriented perspective focused on the important question, "How will this event affect my financial profile?"