Course Descriptions

Code Number Title
LAW 690

Advanced Income Taxation

An advanced study of selected problems of the taxpayer. Topics include gross income, deductions, credits, cash and accrual methods, identification of the proper taxpayer, characterization of income and deductions, deferral, and non-recognition principles.

LAW 719

Consolidated Returns and Affiliated Companies

The course concentrates on the Consolidated Return Regulations (Section 1502), focusing on the reasons for filing consolidated tax returns. Planning will be emphasized and the relationship between consolidated returns and Subchapter C explored. The regulations' new "single entity" approach and loss disallowance rule (LDR) will be fully reviewed. Prerequisite: Corporate Taxation.

LAW 696

Corporate Reorganization

A study of the problems in the acquisition, recapitalization, reincorporation, and division of tax attributes from one corporation to another.

LAW 692

Corporate Taxation

A study of the relationship between a Subchapter C corporation and shareholders. Topics include organization of the corporation, dividends and non‑liquidating distributions, redemptions, stock dividends, liquidations, and tax aspects relating to the sale of a corporate business.

LAW 703

Employee Benefit Plans

Topics include pension, profit sharing, IRA, SEP, ESOP and stock option plans; qualification requirements, discrimination, participation, vesting, funding, joint and survivor annuities, limitations on contributions and benefits; integration with Social Security; taxation of benefits; plan termination insurance and liability; top-heavy plans and VEBAs; determination procedure, reporting and disclosure problems; fiduciary responsibility and prohibited transactions and exemptions; and corporate acquisitions, dispositions and mergers.

LAW 693

Estate Planning: Fundamentals

This course examines the three mechanisms of the federal transfer tax system (gift tax, estate tax, and generation-skipping transfer tax), and the interplay of each along with the income tax. Some discussion will involve policies of wealth transfer taxation, planning issues, including the tax treatment of property owned at death and property transferred during life, the marital and charitable contribution deductions, and other deductions and credits, as well as an overview of procedural and valuation issues.

LAW 699

Estate Planning: Techniques and Strategies

This course is a study of the management and preservation of assets during life, as well as the minimization of taxes and the disposition of wealth at death. Topics include wills, the use of trusts, marital deduction planning and funding, gifts, planning for business interests, valuation issues, planning with life insurance, planning for retirement benefits, powers of attorney, and generation-skipping transfers.

LAW 707

Executive Compensation

The culture of bonuses and excessive executive compensation is the subject of frequent eye-catching headlines. This course will examine the truth behind the headlines, discuss the impact of such headlines on corporate behavior, and teach students the basic rules and regulations applicable to executive remuneration. Students who take the course will be given the executive compensation background necessary to effectively interview for positions both within law firms and outside the traditional legal arena.

LAW 694

Independent Research in Taxation

Individual research under the direction of a member of the faculty. A paper suitable for publication is required.

LAW 721

International Transfer Pricing

A study of the intercompany pricing issues that confront taxpayers doing business in multiple jurisdictions. The course will examine the regulations under Section 482 of the Internal Revenue Code that govern the pricing of goods, services and intangibles among commonly controlled entities. It will cover a number of significant cases litigated under Section 482 and the practical problems that confront the IRS, the courts, and taxpayers in those cases, such as determining whether common control exists and whether comparable transactions can be found. The course will also examine potential transfer pricing penalties that might be imposed under Section 6662 and the documentation necessary to avoid those penalties.

LAW 695

Partnership Taxation I

A study of the federal income tax rules applicable to partnerships and partners, including the tax classification of business enterprises and the formation, operation, and termination of partnerships, as well as problems involving limited liability companies, acquisition of partnership interests in exchange for property or services, characterization of income, determination of basis, partnership distributions, and purchase and sale of partnership interests.

LAW 708

Partnership Taxation II: Tax Planning for Passthrough Entities

An examination of key partnership concepts not covered in Partnership Taxation I, including the structuring of creative partnership transactions and the correlation of partnership/LLC and S corporation tax and business structuring concepts; partnership allocations under Sections 704(b) and 704(c) and their correlation with the partnership liability allocation rules of Section 752; sales of partnership interests and distributions of partnership property where partnership "hot assets" are present; the election to adjust the basis of partnership property following the transfer of a partnership interest or the distribution of partnership property; and partnership terminations, mergers and liquidations, and payments to retiring or deceased partners. The above partnership/LLC concepts are often contrasted with the corresponding S corporation principles and illustrated in a transactional format. Students are encouraged to bring to class problems they encounter in their practices.

LAW 691

Sales and Exchanges

A study of the tax consequences and issues arising on the disposition of property, and under what circumstances a transaction is taxed as a sale of property or a loan or a lease. Topics include amount realized, basis, effect of debt, when a sale occurs, non‑recognition transactions and capital gains.

LAW 705

State and Local Taxation

A study of the problems of state and local taxation. Topics include constitutional limitations, income and franchise tax nexus and apportionment, sales and use taxation, and real property tax issues.

LAW 698

Tax Accounting

This course will provide an in-depth examination of the allocation of income and expense items to the proper taxable year. Topics include the adoption and change of accounting methods; the cash and accrual methods; capitalization vs. expensing; depreciation and cost recovery; original issue discount, imputed interest and other time value of money problems; and the annual accounting period concept, including the claim of right doctrine and the tax benefit rule.

LAW 706

Tax Crimes and Penalties

This course will provide an in-depth examination of the prosecution and defense of federal tax-related crimes under the Internal Revenue Code and other federal criminal statutes, including Title 18 of the U.S. Code. It will analyze the law and procedures in the defense and prosecution of federal tax fraud. Using cases and problems, the course will study investigative techniques, methods of proof, available defenses, suggested manner of dealing with investigative agencies, and the prosecution and defense of charges at trial.

LAW 701

Tax Planning for S Corporations and Closely Held Businesses

The course will focus primarily on the organization, operation, and termination of S corporations, while contrasting them with other forms of business entities. Topics include S corporation eligibility, the use of subsidiaries, planning for distributions and redemptions, and the tax and other aspects of shareholders' agreements. The course will address the choice of entity and other selected tax-planning issues for closely held businesses.

LAW 697

Tax Practice and Procedure

A study of the tax practice and procedural aspects of federal income tax matters. Civil tax controversy regarding IRS examinations, appeals and Tax Court litigation will be discussed. Topics include ethical considerations in tax practice, focusing on applicable rules and standards. In addition, the course will provide an in-depth examination of the prosecution and defense of federal tax-related crimes under the Internal Revenue Code and other federal criminal statutes. The course will use the tax controversy system, transactional matters and current events as backdrops for discussion and exploration of issues.

LAW 710

Tax-Exempt Organizations

This course examines the provisions of Section 501(c) of the Internal Revenue Code of 1986 and the statutory provisions affecting the operation of exempt organizations. Among the topics covered are the requirements for qualification as a Section 501(c)(3) organization—including organization and operation for "charitable," "educational," "religious," or "scientific" purposes; restrictions on lobbying and political activities of Section 501(c)(3) organizations (including the excise taxes under Sections 4911 and 4955); excise taxes on disqualified persons, private foundations, and foundation or organization managers; avoidance of private foundation status; health care organizations; business leagues, social welfare organizations, social clubs, and miscellaneous tax-exempt organizations; unrelated business taxable income; procedures for obtaining tax-exempt status; and requirements for deductibility of charitable contributions.

LAW 722

Taxation of Financial Instruments

A study of the federal income tax aspects of financial instruments, including stocks, bonds, options, forward contracts, convertible and contingent payment debt instruments, and transactions involving financial instruments, including wash sales, short sales, straddles and notional principal contracts. We do not assume prior knowledge of financial instruments or financial terminology, and due attention will be given to terminology and the economics of various financial instruments. On the other hand, time value concepts are important with almost all financial instruments, and while we will discuss time value concepts and provide some examples, students who do not start with a reasonable understanding of time value and time value computations should plan on some extra study.

LAW 700

Taxation of International Transactions

This course will examine the taxation of U.S. persons doing business abroad, both directly and through foreign subsidiaries. Topics covered will include the foreign tax credit, the subpart F provisions, intercompany pricing and the taxation of foreign currency denominated transactions. The course will also examine the taxation of foreign persons investing in and doing business in the United States.