Course Descriptions

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Fall 2024 LLM in Taxation Class Descriptions

Consolidated Group Tax (LWTE534)

Instructor(s): Beth Wapner

2 credit(s), Letter Graded
Concentration(s): Taxation (LLMUS), LLM in Taxation (LLMT), Taxation (MSLS)
Prerequisite(s): Tax I
Recommended Class(es): Corporate Tax

This two-credit course will cover basic tax consolidated return principles such as eligibility to file
consolidated returns and administrative requirements; intercompany transactions; investment
adjustments; acquisitions and dispositions of group members and losses. Advanced topics may
include use of disregarded entities in the group and other limitations.

Corporate Tax (LWTE560)

Instructor(s): David Bowen

3 credit(s), Letter Graded
Concentration(s): Business and Corporate Law (JD), LLM in Business and Corporate Law (LLMB), Business and Corporate Law (LLMUS), Taxation (LLMUS), LLM in Taxation (LLMT), Business and Corporate Law (MSLS), Taxation (MSLS)
Prerequisite(s): Tax I

The course involves a study of the basic concepts of federal income taxation of C corporations and their shareholders, including organization of corporations; cash and stock dividends; redemptions of stock; partial and complete liquidations; sales of corporate businesses and reorganizations. Taxation of corporations is compared with taxation of partnerships, limited liability companies and S corporations. The emphasis is on careful analysis of Code provisions, Treasury Regulations, other administrative materials and important judicial decisions in relation to problems that are frequently assigned in advance of class discussion.

Note: This is a required course for the Business and Corporate Law Concentration (JD).

Federal Estate & Gift Taxation (LWTE530)

Instructor(s): Miranda Perry Fleischer

3 credit(s), Letter Graded
Concentration(s): Taxation (LLMUS), LLM in Taxation (LLMT), Taxation (MSLS)

This survey course provides an introduction to the federal estate, gift, and generation-skipping transfer taxes, with attention to the treatment of various types of inter vivos and testamentary dispositions. Students who enroll in this course should already have taken Tax I (Federal Income Taxation).Trusts & Estates is recommended but not required.

Federal Tax Clinic I (LWVL555)

Instructor(s): Richard Carpenter

2-4 credit(s), H/P/L/F Graded
Requirement(s): Experiential
Concentration(s): Taxation (LLMUS), LLM in Taxation (LLMT)
Prerequisite(s): Tax I

This is a hands-on clinical tax course for students who wish to develop tax controversy skills. Students working under the supervision of the Tax Clinic supervising attorney will represent low income taxpayers in resolving their tax disputes with the IRS. Students will learn client interviewing skills, how to interact with IRS personnel, and also how to effectively resolve a client’s federal tax dispute. The clinic class is graded on a 4-tier Pass-Fail basis. 

Federal Tax Clinic II (LWVL556)

Instructor(s): Richard Carpenter

1-4 credit(s), H/P/L/F Graded
Requirement(s): Experiential
Concentration(s): Taxation (LLMUS), LLM in Taxation (LLMT)
Prerequisite(s): Tax I

Federal Tax Clinic II is a hands-on clinical tax course for students who wish to continue refining their tax controversy skills by working on more complex federal tax clinic cases under the supervision of the Tax Clinic supervising attorney.  Students will continue representing low income taxpayers in resolving their tax disputes with the IRS. The clinic class is graded on a 4-tier Pass-Fail basis. 

Federal Tax Procedure (LWTE535)

Instructor(s): Ronson Shamoun

2 credit(s), Letter Graded
Concentration(s): Taxation (LLMUS), LLM in Taxation (LLMT), Taxation (MSLS)

In our Federal Tax Procedure class, we will review IRS tax audits, appeals, assessments, penalties, collections, and the many practical and ethical issues that arise when representing taxpayers in civil tax controversies.

Finance & Accounting for Lawyers (LWBC555)

Instructor(s): Brian Brinig

2 credit(s), Letter Graded
Concentration(s): Business and Corporate Law (JD), LLM in Business and Corporate Law (LLMB), Business and Corporate Law (LLMUS), Taxation (LLMUS), LLM in Taxation (LLMT), Business and Corporate Law (MSLS), Taxation (MSLS)

Much of the practice of law relates to financial issues. This two-credit course deals with understanding and analyzing financial statements, basic business valuation techniques and their importance in litigation matters, economic damages calculations (both personal injury and business damages), and concepts of present value. Understanding these financial concepts is critical to lawyers who encounter them daily in their practices. The course is designed for the student who does not have a sophisticated background in accounting or finance.

International Taxation (LWTE539)

Instructor(s): David Bowen

3 credit(s), Letter Graded
Concentration(s): Business and Corporate Law (JD), LLM in Business and Corporate Law (LLMB), Business and Corporate Law (LLMUS), International Law (LLMUS), Taxation (LLMUS), LLM in Taxation (LLMT), LLM in International Law (LLMI), Business and Corporate Law (MSLS), International Law (MSLS), Taxation (MSLS)
Prerequisite(s): Tax I

This basic course in international taxation addresses the U.S. taxation of inbound and outbound cross-border transactions and activities.  The course includes comprehensive coverage of 26 USC Subchapter N, which contains the basic provisions for tax on income from sources within or without the United States.  The course will cover both FAUST (foreign activities of U.S. taxpayers) and USAFT (U.S. activities of foreign taxpayers), and will emphasize the significant changes brought about in the 2017 TCJA (Tax Cut and Jobs Act).  Examples of specific topics include the sourcing rules, the foreign tax credit, CFCs (controlled foreign corporations), FCCs (foreign controlled corporations), the Subpart F regime, repatriations, the GILTI-FDII-BEAT provisions, and other FAUST-USAFT matters.

Low Income Tax Incentives (NEW) (LWTE543)

Instructor(s): Maurice Foley

2 credit(s), Letter Graded
Requirement(s): Writing
Concentration(s): Public Interest Law (JD), Taxation (LLMUS), LLM in Taxation (LLMT), Taxation (MSLS)

This course will focus on how and why the government uses the tax law to provide income support, housing, and jobs to low-income families and encourage economic development in low-income communities. The course will provide an in-depth candid review of the political, economic, social, and budget considerations relating to the formulation, drafting, and enactment of these provisions. The course will also explore the intersection of tax policy and our criminal justice system. Tax I is not a prerequisite.

Note:

This course is taught by US Tax Court Judge Maurice B. Foley.

This is a synchronous distance education course. .Judge Foley will be in San Diego to teach the first two classes in person.  Thereafter, classes will be taught via Zoom. 

Partnership Tax (LWTE545)

Instructor(s): Adam Flock

3 credit(s), Letter Graded
Concentration(s): Taxation (LLMUS), LLM in Taxation (LLMT), Taxation (MSLS)
Prerequisite(s): Tax I

This course considers the federal tax consequences of entity classification of partnership and limited liability companies; formation of a partnership; basis of partnership interests and assets; effect of liabilities on basis; allocation of income and deductions; partnership elections; continuation, merger, and termination of partnerships; family partnerships; sales and exchanges of partnership interests; liquidating and non-liquidating distributions; retiring partners; and pertinent policy considerations.

Note:

This is a synchronous distance education course.  Classes will be taught via Zoom.

State Income Tax Clinic I (LWVL560)

Instructor(s): Mengjun He

2-4 credit(s), H/P/L/F Graded
Requirement(s): Experiential
Concentration(s): Taxation (LLMUS), LLM in Taxation (LLMT)

This tax litigation clinic, also known as the "Tax Appeals Assistance Program (TAAP) - Franchise and Income Tax”, is a joint effort between the USD Legal Clinics and the Taxpayer Rights Advocate Office at the Franchise Tax Board (FTB). Under supervision of an attorney from the FTB’s Taxpayer Rights Advocate Office, students assist taxpayers with state income tax appeals before the Office of Tax Appeals (OTA) against FTB. Students receive legal practice and skills training, including identifying legal issues, conducting tax research, communicating with clients, gathering and identifying evidence, drafting legal briefs, and representing clients/taxpayers in negotiations with the FTB and at oral hearings before OTA.

State Income Tax Clinic II (LWVL561)

Instructor(s): Mengjun He

1-4 credit(s), H/P/L/F Graded
Requirement(s): Experiential
Concentration(s): Taxation (LLMUS), LLM in Taxation (LLMT)
Prerequisite(s): Tax I

Clinic II interns refine their skills, working on complex cases and cases already begun as Clinic I interns. Students may mentor first time clinic participants, serve as lead attorney on cases, and have additional opportunities to appear in court or administrative proceedings. Supervising attorneys/adjunct professors provide individualized coaching, based on the Clinic II interns needs and interests. Prerequisite: Successful completion of Clinic I in the same clinic.

State Sales & Use Tax Clinic I (LWVL562)

Instructor(s): Michael Larkin

2-4 credit(s), H/P/L/F Graded
Requirement(s): Experiential
Concentration(s): Taxation (LLMUS), LLM in Taxation (LLMT)

This clinic is a joint effort between USD Legal Clinics and the California State Board of Equalization (BOE). Under the supervision of an attorney from the BOE's Taxpayers' Rights Advocate Office, students will represent clients who are appealing California Sales and Use Tax determinations (tax bills). Students will have the opportunity to gain practical legal skills including client interview and counseling, evidence gathering, preparing legal briefs, and actual negotiation with auditors and attorneys. Furthermore, when necessary, students will have the opportunity to represent clients in a litigation setting at Appeals Conferences (informal hearings) and Oral Hearings (similar to court trials).

 

State Sales & Use Tax Clinic II (LWVL563)

Instructor(s): Michael Larkin

1-4 credit(s), H/P/L/F Graded
Requirement(s): Experiential
Concentration(s): Taxation (LLMUS), LLM in Taxation (LLMT)

Clinic II interns refine their skills, working on complex cases and cases already begun as Clinic I interns. Students may mentor first time clinic participants, serve as lead attorney on cases, and have additional opportunities to appear in court or administrative proceedings. Supervising attorneys/adjunct professors provide individualized coaching, based on the Clinic II interns needs and interests. Prerequisite: Successful completion of Clinic I in the same clinic. The clinic is graded on a 4-tier Pass-Fail basis.

Tax Research (LWTE570)

Instructor(s): Dennis Lilly

2 credit(s), Letter Graded
Requirement(s): Writing
Concentration(s): Business and Corporate Law (JD), Taxation (LLMUS), LLM in Taxation (LLMT), Taxation (MSLS)
Prerequisite(s): Tax I

Topics will include the merits of different tax systems (such as income and consumption taxes), questions of tax administration and legal complexity, the efficiency implications of taxation, and distributional implications. It will consider how well current legislation addresses these various issues and consider whether there are ways that they might be better addressed. Tax I is a prerequisite for this course; other tax courses, especially Corporate Tax, would be useful, but are not required. This courses fullfills the written work requirement. 

Taxation of Property Transactions (LWTE575)

Instructor(s): Phillip Jelsma

2 credit(s), Letter Graded
Concentration(s): Taxation (LLMUS), LLM in Taxation (LLMT), Taxation (MSLS)
Prerequisite(s): Tax I (LLM students may take this concurrently)

This course examines practical planning opportunities involving closed sales, open sales, deferred payment reporting, installment sales elections, imputed interest, cost recovery reporting, two-way and three-way real estate exchanges, all-inclusive trust deeds, subordinated financing, midpoint refinancing, and negative basis. Considerable emphasis is placed on understanding interest concepts such as mortgage annual constant percentages, lump sum and annuity present value analysis, and real rate of return (after inflation) analysis.