Course Descriptions
Law 690 Advanced Income Taxation
Todd F. Maynes
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 691 Sales and Exchanges
Kevin R. Pryor
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 692 Corporate Taxation
Matthew P. Larvick
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 693 Federal Transfer Taxes Affecting Estates and Trusts
Richard A. Campbell
A study of the estate and gift tax laws and the generation-skipping transfer provisions. Topics include the computation of the gross estate, credits against tax, powers of appointment, life insurance, employee benefits and the marital deduction.
Law 694 Independent Research
Gerald Brown
Individual research under the direction of a member of the faculty. A paper suitable for publication is required.
Law 695 Partnership Taxation I
Chadwick I. Buttell
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 696 Corporate Reorganization
TBA
A study of the problems in the acquisition, recapitalization, reincorporation, and division of tax attributes from one corporation to another. Prerequisite: Corporate Taxation or permission of instructor.
Law 697 Tax Practice and Procedure
Jeffrey B. Frishman
A study of tax ethics and professional standards, with a focus on policy, practice and procedural aspects of advising clients on federal income tax matters. Topics include ethical considerations in tax practice, focusing on the Internal Revenue Code, Circular 230, AICPA Statements on Standards for Tax Services, ABA Model Rules, and common law. We will explore weighing authorities and issuing tax opinions (oral and written) and the relationship between tax advice and financial audit responsibilities (exploring FIN 48 and PCAOB rules). The course will use the tax controversy system, transactional matters and current events as backdrops for discussion and exploration of issues. At the core, this class will explore the relationships and responsibilities between the taxpayer, tax adviser and government in our federal tax system.
Law 698 Tax Accounting
John B. Palmer III
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 699 Estate Planning
Nancy R. Livingston and Lucy K. Park
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 for life insurance, planning for retirement benefits, powers of attorney, premarital agreements, and generation-skipping. Prerequisite: Federal Transfer Taxes Affecting Estates and Trusts or permission of instructor.
Law 700 Taxation of International Transactions
Jeffrey L. Olin
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.
Law 701 Tax Planning for S Corporations and Closely Held Businesses
TBA
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 703 Employee Benefit Plans
Leslie A. Klein and Dominic DeMatties
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. Prerequisites: Advanced Income Taxation and Corporate Taxation or permission of instructor.
Law 705 State and Local Taxation
John A. Biek
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 706 Tax Crimes and Penalties
Leigh D. Roadman and Denis J. Conlon
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 707 Executive Compensation
Leslie A. Klein and Dominic DeMatties
This course will provide an in-depth examination of the types and design of executive compensation arrangements and related policy, funding, ERISA, securities laws, tax, and accounting considerations. The topics will include: stock option plans, phantom stock plans, SARs, LSARs, excess benefit plans, top hat plans, bonus stock, restricted stock, golden parachutes and employment contracts, secular trusts, rabbi trusts, life insurance, and annuity contracts.
Law 708 Partnership Taxation II
Charles R. Levun
An examination of key partnership concepts not covered in Partnership Taxation I, including the structuring of creative partnership transactions; 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. Students are encouraged to bring to class problems they encounter in their practices.
Law 710 Tax-Exempt Organizations
Michael A. Clark
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 719 Consolidated Returns and Affiliated Companies
Richard D. Liebman
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 721 International Transfer Pricing
Thomas M. Zollo and Jerry Klopfer
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 722 Taxation of Financial Instruments
Christian E. Kimball
A study of the federal income tax treatment of financial instruments. Beginning with fundamental principles--time value of money, character, timing and risk--we will study the tax treatment of financial instruments including stocks, bonds, options, forward contracts, convertibles, contingent payment instruments and hybrid instruments, and transactions involving financial instruments including wash sales, short sales, straddles and notional principal contracts. It is not assumed that students will be conversant with all of the financial terms and instruments at the beginning, and due attention will be given to the economics of various financial instruments.
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