Samuel C. Thompson Jr.

Arthur Weiss Distinguished Faculty Scholar
Professor of Law
Director, Center for the Study of Mergers and Acquisitions

Email sct13@psu.edu
Phone 814-865-9029
Curriculum Vitae Download/View CV
SSRN SSRN Profile

Education

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

Biography

Samuel C. Thompson Jr. directs Penn State’s Center for the Study of Mergers and Acquisitions. He is also a Professor of Law and the Arthur Weiss Distinguished Faculty Scholar. He teaches mergers and acquisitions, focusing on corporate, securities, tax, accounting, and antitrust aspects of these very complex transactions. He also periodically teaches basic federal income tax, international tax, and corporate tax.

In addition, in the Spring semester 2024, he is teaching 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 is permitting the course materials and recordings of the sessions to be available at no cost over the Internet, and the materials and recordings can be accessed online.

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 system.

He has served as a consultant on merger and acquisition issues to the Federal Trade Commission, a professor in residence at the European Commission’s Antitrust Merger Taskforce in Brussels, and 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: a two-volume treatise entitled Business Taxation Deskbook; a six-volume treatise entitled Mergers, Acquisitions, and Tender Offers; and a one-volume treatise entitled Corporate Valuation in Mergers and Acquisitions, which was published in December 2023. 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 B.S. from West Chester University in Pennsylvania, where he was on the varsity football team, an M.A. in Business and Applied Economics from the Graduate School at the University of Pennsylvania, a J.D. from the University of Pennsylvania’s Law School, and 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.

Basic Federal Income Taxation
Business Planning for M&A II Seminar
Business Planning for Mergers and Acquisitions I
Contracts
Corporate Valuation In M&A
Minority Business Ownership: The Lawyer’s Role in Closing the Minority-White Gap
Tax Policy

Books

The Obama vs. Romney Debate on Economic Growth, A Citizen’s Guide to the Issues (iUniverse, September 2012)

Corporate Valuation in M&A (forthcoming 2022)

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

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

Business Taxation Deskbook (2019) (2 Volume Treatise)

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

Antitrust Analysis of Pennsylvania Hospital Mergers and the Efficiency Defense, Pa. Bar Ass’n Q. April 2018 at 72 (with Becky Sue Thompson & Theresa DeAngelis)

Mergers Acquisitions And Tender Offers (Practicing Law Institute, 2010, updated twice annually)

Business Planning For Mergers And Acquisitions: Corporate, Securities, Tax, Antitrust, International, And Related Aspects (3d ed., Carolina Academic Press, 2008; 4th ed. in preparation)

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

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

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

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

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

"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)

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

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

"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)

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

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

"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)

“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)

October 2024

Professor Thompson publishes candidate economics guide ahead of election

January 2024

Penn State Law professor publishes legal treatise on corporate valuation

November 2023

Prof. Thompsons new article in ABAs Business Law Today covers recent developments in mergers and acquisitions

February 2023

Penn State Law professor releases second edition of M&A treatise

June 2022

Professor Thompson comments on baby formula shortage

Samuel C. Thompson Jr.

Education

Biography

Legal Statements