Samuel C Thompson, Jr. Professor of Law Emeritus
	B.S. West Chester University, 1965 M.A. University of Pennsylvania’s Wharton School, 1969 J.D. University of Pennsylvania Law School, 1971 LL.M. New York University, 1973 UCLA Law faculty 1990-1994, 2003-2007 thompson@law.ucla.edu
Biography | Bibliography

Books

U.S. International Tax Planning and Policy, including Cross-Borders Mergers and Acquisitions. Carolina Academic Press (2007).

Business Planning for Mergers and Acquisitions. 3rd ed. Carolina Academic Press (2007). Prior editions: 2nd, 2001; 1st, 1997.

Corporate Taxation Through The Lens Of Mergers & Acquisitions. Carolina Academic Press (2005). Supplement: 2006.

Citizen’s Guide To U.S. Economic Growth, and to the Bush-Kerry Economic Debate. iUniverse (2004).

Taxation of Business Entities. 2nd ed. West Publishing (2001). Prior edition: 1994. Supplement: 2006.

A Practitioner’s Guide to the Economics of the Antitrust Merger Guidelines. American Law Institute, ABA (1997).

Federal Income Taxation of Partnerships & S Corporations. West Publishing (1995).

Basic Federal Income Taxation of C Corporations. West Publishing (1995).

U.S. Taxation of International Transactions. West Publishing (1995).

Taxable and Tax-Free Corporate Mergers, Acquisitions and LBOs. West Publishing (1994).

Reform of the Taxation of Mergers, Acquisitions, and LBOs. Carolina Academic Press (1993).

Federal Taxation of Business Enterprises (with Wysocki, Pluth and Jacobson). Callaghan (1989).

Federal Income Taxation of Domestic and Foreign Business Transactions. 3 vols. Michie, Bobbs-Merrill (1980).

Pension Reform: How to Comply with ERISA. Illinois Institute for Continuing Legal Education (1976).

Articles and Chapters

The Missing Link in Sarbanes-Oxley: Enactment of the 'Change of Control Board' Concept, or Extension of the Audit Committee Provisions to Mergers and Acquisitions, UCLA School of Law Law & Economics Working Paper (April, 2007). Full Text

How Should Congress React to Bush's Tax Proposals?, 114 Tax Notes 1233 (Mar. 26, 2007). Full Text

Federal Tax Reform and Reducing the Bush Deficit by $800 Billion, 110 Tax Notes 486 (2006).

Despite Widespread Opposition, Congress Should Codify the ESD, 110 Tax Notes 781-83 (2005).

How Would Bush and Kerry Tax Policies Affect Economic Growth? (Senator John Kerry, Pres. George W. Bush), 105 Tax Notes 609-610 (2004).

Economic Substance, Inversions, and the Bush-Kerry International Tax Reform Debate (with Robert Allen Clary, II), 103 Tax Notes 1385-91 (2004). Reprinted in 35 Tax Notes International 181-88 (2004).

The Case for Tax Sparing Along with Expanding and Limiting the Subpart F Regime, 35 George Washington International Law Review 303-13 (2003).

Coming In From the “Cold”: The Case for ESD Codification, 99 Tax Notes (2003). Full Text

Critique of Williamson's Economic Case for an Efficiencies Defense in Antitrust Merger Analysis: Are Rectangles Really Larger than Triangles?, UCLA School of Law Working Paper Series, Law & Economics (July 25, 2003). Full Text

An Alternative to the Flawed Bush Dividend Plan, Financed by ETI Repeal, 99 Tax Notes 117-29 (2003). Abstract

U.S. Investment Tax Credit: Alternative to the President’s Flawed Dividend Plan, Financed by ETI Repeal (Extraterritorial Income Exclusion), 29 Tax Notes International 1127-48 (2003).

President's Dividends Plan Undertaxes High-Income Taxpayers, 98 Tax Notes (2003). Abstract

The Non-Wimpy Grassley/Baucus Inversion Bill, 95 Tax Notes (2002). Abstract

Section 367: A ‘Wimp’ for Inversions and a ‘Bully’ for Real Cross-Border Acquisitions, 94 Tax Notes 1505-48 (2002). Abstract

Change of Control Board: Federal Preemption of the Law Governing a Target’s Directors, 70 Mississippi Law Journal 35-162 (2000). Full Text

South African Perspectives: Its Prospects and Its Income Tax System, 1 Chicago Journal of International Law 443-58 (2000).

Introduction: Workshop on Emerging Issues in Mergers and Acquisitions and Tribute to Joseph Flom, 54 University of Miami Law Review 689 (2000).

Ethics Issues Faced by Lawyers and Investment Bankers in Mergers and Acquisitions: A Problem Approach and Report of Panel Discussion (with Barry Alberts), 54 University of Miami Law Review 697-752 (2000).

Demystifying the Use of Beta in the Determination of the Cost of Capital and an Illustration of Its Use in Lazard’s Valuation of Conrail, 25 Journal of Corporation Law 241-306 (1999). Abstract

1998 Developments in the Federal Income Taxation of Mergers and Acquisitions: The Year of M & A, 51st USC Institute on Federal Taxation (1999). Chapter 1.

The Impact of Code Section 367 and the European Unions 1990 Council Directive on Tax-Free Cross-Border Mergers and Acquisitions, 66 University of Cincinnati Law Review 1193-1269 (1998).

Introduction to this Symposium and a Guide to Issues in Mergers and Acquisitions, 51 University of Miami Law Review 533 (1997).

Treatment of Intangibles Under Sect. 197 Enacted by the Revenue Reconciliation Act of 1993, Tax Strategies for Corporate Acquisitions Dispositions Spinoffs Joint Ventures Financings, Reorganizations, and Restructurings (1996 & 1997).

A Lawyer’s Guide to Modern Valuation Techniques in Mergers and Acquisitions, 21 Journal of Corporation Law 457 (1996).

The Merger and Acquisition Provisions of the ALI Corporate Governance Project as Applied to the Three Steps in the Time-Warner Acquisition, 1996 Columbia Business Law Review 145 (1996).

A Proposal for Antitrust Merger Enforcement Reform: Repudiating Judge Bork in Favor of Current Economic Learning, The Antitrust Bulletin (Spring 1996).

Significant Developments in the Federal Corporate Tax Area, University of Southern California, Law School 1-54 (1996).

Ex-Government Officials Challenge Partnership Anti-Abuse Reg: An Analysis, 69 Tax Notes 1395-1401 (1995).

Impact of the Treasury and ALI Integration Proposals on Mergers Acquisitions, and LBOs, 56 Tax Notes 923-35 (1992).

Continuing Legislative and Regulatory Assaults on Mirrors and Other Clashes on the C Corporation Front, 43rd USC Institute on Federal Taxation Chapter 3 (1991).

A Suggested Approach To Debt/Equity Issues and Leveraged Acquisitions, 42 Tax Notes 483-90 (1989).

A Review of the Provisions of the Tax Reform Act of 1986 Relating to Corporate Acquisitions, 33 Tax Notes 339-408 (1986).

A Suggested Alternative Approach to the Senate Finance Committee Staffs 1985 Proposals for Revising the Merger and Acquisition Provisions, 5 Virginia Tax Review 599-700 (1986).

A Comparison of the Merger and Acquisition Provisions of Present Law with the Provisions in the Senate Finance Committee’s Draft Bill, 22 San Diego Law Review 171-202 (1985).

An Analysis of the Tax Straddles Provisions After the Tax Reform Act of 1984 (with Wysocki), 24 Tax Notes 785-98 (1984).

An Examination of the Effect of Recent Legislation on Commodity Tax Straddles, 2 Virginia Tax Review 165-224 (1983).

Qualifying as a “B” Reorganization; the ITT-Hartford Cases; Alternatives to Use of a “B”, 39 Institute on Federal Taxation (1981).

Planning for the Loss Corporation: The Interaction Among Code Sections 269, 381, Old and New 382 and the Consolidated Return Regulations, 1979 U.S.C. Major Tax Planning 223 (1979).

Tax Policy Implications of Contributions of Appreciated and Depreciated Property to Partnerships, Subchapter C Corporations and Subchapter S Corporations in Exchange for Ownership Interests, 31 Tax Law Review 29 (1975).

A Response to Professor Haskell’s Academic Plantation Theory, 60 American Bar Association Journal 1525-1530 (1974). (Challenging Professor Haskell’s attack on affirmative action.)

The Federal Income Tax Impact of the Operating Function on the Choice of Form: Partnership, Subchapter C Corporation, or Subchapter S Corporation, 4 National Black Law Journal 11 (1974).

Black Business Ownership: An Analysis and a Proposal, Black Business Digest (Nov. 1971). (Third year law school research paper).