Consolidated Returns


The presenters in this course focus on consolidated returns and the regulations affecting merger and acquisition transactions. Using real-world examples, they address the effects of the newly passed 267(f) regulation.



I.   Consolidated Return Intercompany Transaction Regulations
        A. Background
        B. Non-Capital, Non-Deductible Expense Transactions
        C. Divisions of a Single Corporation Explored
II.  Regulation 267(f)
        A. Controlled Groups
        B. Liquidation
III. Deferred Gain on Stock of Members in a Group
        A. What's the Deal?
        B. IRS Concerns
        C. Temporary Regulation
        D. Final Regulation
IV.  More Rulse
        A. Circular Basis Rule and Brother/Sister Transactions

Content Provided

The Penn State Dickinson School of Law

Founded in 1834 by Judge John Reed, The Dickinson School of Law is the oldest law school in Pennsylvania and the fifth oldest in the nation. Throughout its history, the law school has trained distinguished graduates who have gone on to become leaders of the bar, of the judiciary, of government, and of business. These alumni include the first secretary of the U.S. Department of Homeland Security, five governors, three U.S. senators, and more than 100 federal, state and county judges and countless prominent lawyers and civic leaders. In 2000, the law school merged with Penn State, one of the country’s premier research universities, and stepped into a new era of legal excellence.

Penn State Dickinson School of Law Center for the Study of Mergers and Acquisitions

The center, headed by Samuel C. Thompson Jr., former director of the UCLA Center for the Study of Mergers and Acquisitions, examines corporate, securities, tax, antitrust, and other legal and economic issues that arise in mergers and acquisitions. An important part of the center’s mission is to sponsor continuing legal education programs addressing these issues.

The Association of the Bar of the City of New York

The years following the Civil War were tumultuous ones for New York City, offering many opportunities to the dishonest. Unsavory politicians and errant members of the bench and bar were among those who took advantage of those troubled times. In December 1869, a letter was circulated among some of the city’s lawyers addressing those improprieties. It called for the creation of a new bar association to “sustain the profession in its proper position in the community, and thereby enable it ... to promote the interests of the public ....” More than 200 lawyers responded by signing a declaration of organization and in 1870 The Association of the Bar of the City of New York was born. The young organization quickly made its presence felt. Among its first activities was a campaign to defeat corrupt politicians and judges at the polls and to establish standards of conduct for those in the legal profession.

The association continues to work at political, legal and social reform, and maintaining high ethical standards for the legal profession. The association also continues to implement innovative means by which the disadvantaged may be helped. Much of this work is accomplished through the Association's more than 160 committees, each charged to consider a specific area of law or the profession.

The association has grown to more than 23,000 members. To serve them, the association strives to move ahead in many areas. The library is the largest member-funded law library in the country, and provides members with a “gateway” to online services, including free use of LexisNexis and WestLaw, while continuing to provide more traditional library services. The Small Law Firm Center, Career Management Program and other benefits are constantly evolving to serve members’ needs. More than 150 continuing legal education programs are presented annually.

The public good remains one of the association’s highest priorities. The Legal Referral Service, jointly sponsored by the association and the New York County Lawyers’ Association, provides an array of services directly aimed at serving the needs of the public. The City Bar Justice Center identifies the most pressing legal concerns of New York’s neediest and uses novel approaches to address them, often involving community participation.


Speakers / Authors:

Photo of Joseph M. Pari

Joseph M. Pari
Dewey & LeBoeuf

Joseph M. Pari is a partner in the Washington, D.C., office of Dewey & LeBoeuf. His practice relates to the federal income taxation of mergers, acquisitions, spin-offs, other divisive strategies, restructurings, bankruptcy and non-bankruptcy workouts, acquisition financing, and the use of pass-through entities in acquisitive and divisive transactions, with a particular emphasis on corporate tax planning, the utilization of net operating losses and other tax attributes, and consolidated return matters.

Mr. Pari is on the advisory boards of the New York University Institute on Federal Taxation and the Federal Bar Association, the editorial advisory boards of Corporate Taxation and the Corporate Business Taxation Monthly , was the co-chair of the 1998 – 2009 Federal Bar Association Domestic Corporate Tax Symposia, and is a frequent speaker on tax issues relating to mergers and acquisitions, spin-offs and other divestiture strategies, corporate tax planning, workouts and consolidated return matters. Further, he has been selected for inclusion in Chambers Global's The World's Leading Lawyers, Chambers USA America's Leading Business Lawyers, The Best Lawyers in America, The Legal 500, Who's Who Legal, The International Who's Who of Business Lawyers, and Washington D.C. Super Lawyers as a leader in the field of Tax Law.

Mr. Pari is admitted to practice in Massachusetts, New York, Rhode Island, and the District of Columbia. Mr. Pari received his LL.M. (Taxation) from the New York University School of Law in 1988, his J.D., magna cum laude, from Boston College Law School in 1987, and his B.S., cum laude, from Providence College in 1984.

Photo of Michael L. Schler

Michael L. Schler
Cravath, Swaine & Moore LLP

Michael L. Schler is a partner in the Cravath Tax Department. His practice includes corporate tax, corporate finance (including structured finance and securitizations), mergers and acquisitions and international transactions.

Mr. Schler is a former chair of the New York State Bar Association Tax Section, and he remains an active member of the Tax Section Executive Committee. He is a member of the American College of Tax Counsel, the chair of the New York Tax Forum, a trustee and the former president of the American Tax Policy Institute, a past Consultant in tax programs of the American Law Institute, the author of many published tax articles, and a frequent speaker at tax conferences. He is the co-chair of the annual merger and acquisition tax institute co-sponsored by Penn State Dickinson School of Law and the New York City Bar.

He received a B.A., magna cum laude, from Harvard University in 1970, a J.D. from Yale Law School in 1973 and an LL.M. in taxation from New York University in 1979. After a clerkship with Hon. Max Rosenn of the U.S. Court of Appeals for the Third Circuit, he joined Cravath in 1974 and became a partner in 1982.


Price (USD)

Standard Rate: $74.00
Subscribers: FREE
Pillsbury U Online: $74.00


Course Code : 776155

Release Date: 11/09/2011
Recorded Date: 4/29/2011
Length: 40min
Format Type: Video

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