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Samuel C. Thompson Jr.

Samuel C. Thompson Jr.
Phone: 
(814) 865-9029
Education: 

LL.M., New York University (Taxation)
J.D., University of Pennsylvania
M.A., University of Pennsylvania (Business and Applied Economics)
B.S., West Chester University

Samuel C. Thompson, Jr. is a Professor of Law and the Arthur Weiss Distinguished Faculty Scholar. He also directs Penn State’s Center for the Study of Mergers and Acquisitions

In addition to his scholarship discussed below, in four of the last five presidential elections he has written books, all of which have been self-published, addressing the economic positions of the candidates, and his book addressing the current 2024 election, was published in October 2024 and is entitled: Trump vs. Harris, Voter’s Guide to Their Economic Debate.  Two of his other economic policy books in previous presidential election cycles, are his 2020 book, Biden vs. Trump: Voter’s Guide on Economics, and his 2012 book, The Obama vs. Romney Debate on Economic Growth: A Citizen’s Guide to the Issues

In connection with the publication of his current Trump vs. Harris book, he has, together with his two Penn State Law Research Assistants, Anthony D. Miduri, and Tyler Elijah Thomas, published the following two articles in the Michigan State Law Review Online Forum: (1) The Core of the Book: Trump Vs. Harris: Voter’s Guide to their Economic Debate (“TvH”); and (2) Part II to The Core of the Book: Summary of the Authors’ Personal Positions on Many of the IssuesThese articles are available without charge on the Online Forum. 

Professor Thompson teaches mergers and acquisitions, focusing on corporate, securities, tax, accounting, and antitrust aspects of these very complex transactions.  He also teaches various tax courses, principally a seminar on Business Tax Policy. 

In addition, in the Spring semester 2024, he taught a course entitled: The Lawyer’s Role in Helping Close the Minority-White Gap in Business Ownership. Because of the importance of the topic, the University permitted the course materials and recordings of the sessions to be available at no cost over the Internet.  Information on the course can be accessed here: https://pennstatelaw.psu.edu/minority-business-development-course.    

Professor Thompson has served in two governmental tax policy positions. First, for a year in the 1970s he was an Attorney-Advisor in the U.S. Treasury’s Tax Legislative Counsel’s Office. Second, for a little over a year in the 1990s he was the tax policy advisor, on behalf of the U.S. Treasury Department’s Tax Assistance Office, to the South African Ministry of Finance in Pretoria, South Africa. In that role, he assisted with the revision of South Africa’s income tax law. 

He has served as (1) a consultant on merger and acquisition issues to the Federal Trade Commission, (2) a professor in residence at the European Commission’s Antitrust Merger Taskforce in Brussels, and (3) an Attorney Fellow in the Office of Mergers and Acquisitions of the Securities and Exchange Commission. He has presented tax policy testimony before the U.S. House of Representatives, the U.S. Treasury, and the IRS.

Professor Thompson has been a full professor at the University of Virginia School of Law and the UCLA School of Law, and he was the dean of the University of Miami School of Law. He also served as the Jacquin D. Bierman Visiting Professor of Taxation at the Yale Law School. He was formerly the partner in charge of the Tax Division of Schiff Hardin, a Chicago based law firm.

Professor Thompson is the author of over twenty books, including the following three treatises which are published by the Practicing Law Institute: (1) a six-volume treatise entitled Mergers, Acquisitions, and Tender Offers; (2) a two-volume treatise entitled Business Taxation Deskbook; and (3) a one-volume treatise entitled Corporate Valuation in Mergers and Acquisitions.   Each of these books is updated annually.  He is also the author of more than seventy-five articles on corporate and international tax, and on corporate, antitrust, and securities issues relating to mergers and acquisitions. 

He has a (1) B.S. from West Chester University in Pennsylvania, where he was on the varsity football team, (2) an M.A. in Business and Applied Economics from the Graduate School at the University of Pennsylvania, (3) a J.D. from the University of Pennsylvania’s Law School, and (4) an LL.M. in taxation from the NYU School of Law. From 1966 to 1969 he served in the USMC rising to the rank of captain and receiving the Navy Commendation Medal with Combat V for service in Vietnam.

 

 

Books

Trump vs. Harris, Voter’s Guide to Their Economic Debate (2024)

Mergers Acquisitions and Tender Offers (Practicing Law Institute, 2010) (6 Volume Treatise, updated twice annually)

Business Taxation Deskbook (Practicing Law Institute, 2019) (2 Volume Treatise, updated annually)

Corporate Valuation in M&A (Practicing Law Institute, 2023) (updated annually)

The Deal Lawyer’s Weapons in the War on COVID-19 (Practicing Law Institute, 2020)

Biden vs. Trump, Voter’s Guide on Economics (2020)

Business-Related Provisions of the 2017 Tax Cuts and Jobs Act (PLI Press 2018)

Business Planning for Mergers and Acquisitions: Corporate, Securities, Tax, Antitrust, International, and Related Aspects (4th ed., Carolina Academic Press, 2015)

International Tax Planning and Policy: Including Cross-Border Mergers and Acquisitions (Carolina Academic Press, 2007)

Corporate Taxation Through the Lens of Mergers & Acquisitions (Carolina Academic Press, 2005)

Articles

The Core of the Book: Trump vs. Harris: Voter’s Guide to their Economic Debate (‘TvH’)”; Michigan State Law Review Online, October 26, 2024, with Anthony D. Miduri, and Tyler Elijah Thomas

“Part II to The Core of the Book: Trump vs. Harris: Voter’s Guide to their Economic Debate; Summary of the Authors’ Personal Positions on Many of the Issues,” Michigan State Law Review Online, October 26, 2024, with Anthony D. Miduri, and Tyler Elijah Thomas 

“Summary of New Developments in the M&A Marketplace as of December 31, 2023, with Comments on 2024 Developments through September 30, 2024,” 129 Penn St. L. Rev. Penn Statim 46 (2024)

“Summary of New Developments in the M&A Marketplace as of December 31, 2022, with Comments on 2023 Developments through September 30, 2023,” 128 Penn St. L. Rev. Penn Statim 22 (2023)

 

 

 

 

 

"Biden vs. Trump: Taxation Economics, Voter’s Guide on Economics", Tax Notes Federal (Nov. 2, 2020)

"Congress and Treasury’s Federal Income Tax COVID-19 Initiatives", Tax Notes Federal, 2067 (June 22, 2020)

"The Tax Cut and Jobs Act’s Limitation on the Deduction for Business Interest, 2 PLI Current 309 (2018)

"The Curry/Trump Split in Tax Reform," 158 Tax Notes 151 (Jan 1, 2018) (letter to the editor)

"Why Trump Should Reject the DBCFT and Stick to His Original Imputation Proposal," 154 Tax Notes 473 (April 24, 2017)

"Hooray for the BAT-Lite Provision of the Tax Cuts and Jobs Act," 157 Tax Notes 989 (Nov. 13, 2017) (letter to the editor)

"Taxing Trump and Curry under the Republican Plan," 157 Tax Notes 1149 (Nov. 20, 2017)

"Hooray for Abandoning the Border Adjustment Tax, Now on to Imputation," 156 Tax Notes 893 (Aug. 14, 2017) (letter to the editor)

"Destination-Basis, No; Trump Imputation," Yes, 154 Tax Notes 1153 (Feb. 27, 2017) (letter to the editor)

"A Deal Lawyer’s “First Take” on the Impact of the Trump Administration’s Potential Changes to Mergers and Acquisitions Laws and Regulations, in Looking Ahead: The Impact of the 2016 Election on Legal Issues" (Prac. L. Inst. 2017)

“A Buffett Rule for Social Security and Medicare: Phasing Out Benefits For High Income Retirees,” 50 U. Louis. L. Rev. 603 (2012)

“Beyond the “Buffett Rule” Making The Income Tax More Progressive,” 133 Tax Notes 705 (Nov. 7, 2011)

“An Imputation System for Taxing Foreign-Source Income,” 61 Tax Notes Int'l 639 (Feb. 28, 2011) and 130 Tax Notes 491 (Jan. 31, 2011)

“Change of Control Special Committee: Breathing Life into CNX,” 36 Del. J. Corp. L. (2011)

“Obama’s International Tax Proposal is Too Timid,” 123 Tax Notes 738 (May 11, 2009)

“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,” 63 The Bus. Law. 81, (November 2007)