Course Descriptions

Spring 2014 LLM in Taxation Class Descriptions

Advanced Corporate Tax Problems (Richard A. Shaw)
LWTE508

2 credit(s)
Requirement: Skills
Concentration(s): LLM in Taxation (LLMT)
Prerequisite(s): Tax II

A series of planning and structural problems involving advanced issues in corporate taxation will be discussed. The topics to be covered include advanced corporate asset disposition and distribution problems; redemptions; stock transfers and dividends; collapsible corporations; accumulated earnings tax; personal holding companies and S corporations. Prerequisite: Tax II (Corporate Tax). This is an advanced tax course with priority enrollment for LLM in Taxation students. This class meets for 10 sessions TBA.

Corporate Reorganization (M. Carr Ferguson)
LWTE510

3 credit(s)
Concentration(s): LLM in Taxation (LLMT)
Prerequisite(s): Tax I, Corporations
Recommended Class(es): Tax II

This course considers the tax treatment of corporations and shareholders in corporate acquisitive reorganizations, single corporation reorganizations and corporate divisions, including carryovers. Tax II is recommended but not required. Prerequisite: Tax I and Corporations.  This is an advanced tax course with priority enrollment for LLM in Taxation students. This class ends April 23 and has a take home final from Friday, April 25 to Monday, April 28. 

Federal Tax Clinic (Richard Carpenter)
LWVL555

1-4 credit(s)
Requirement: Skills
Concentration(s): LLM in Taxation (LLMT)
Prerequisite(s): Tax I

This is a hands-on clinical 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 how to effectively resolve a client’s federal tax dispute. Students must also be available to participate in Tax Clinic Outreach presentations at various community locations and times. The clinic is graded on a 4-tier Pass-Fail basis. Prerequisite: Tax I.

Income Tax of Trusts & Estates (Ann Harris)
LWTE536

3 credit(s)
Concentration(s): LLM in Taxation (LLMT)
Prerequisite(s): Tax I, Trusts & Estates: Wills

The federal income taxation of trusts, estates, and their beneficiaries; distributable net income; distribution deductions for simple and complex trusts and estates; grantor trusts; income in respect of a decedent; and throwback rules. Prerequisites: Both Tax I and T&E: Wills & Trusts. This is an advanced tax course with priority enrollment for LLM in Taxation students.

Non-Profit Law (previously called Tax Exempt Organizations) (Miranda Perry Fleischer)
LWTE562

3 credit(s)
Concentration(s): LLM in Taxation (LLMT)
Recommended Class(es): Tax I

This course takes a life-cycle approach to examine the legal and policy issues raised by non-profits. It covers the formation of a non-profit under state law, qualification for federal tax exemption, fiduciary duty issues, restrictions on private benefit and political activity, the unrelated business income tax, the charitable deduction, and the private foundation rules. Throughout the course, attention will also be paid to the broader social questions raised by giving, charities, and philanthropy. Grade determined by final examination. Prerequisite: Tax I is recommended but not required.

Pass-Throughs: Key Business Tools (Willard B. Taylor)
LWTE556

2 credit(s)
Concentration(s): LLM in Taxation (LLMT)
Prerequisite(s): Tax I
Recommended Class(es): Tax II

The use of tax pass-through entities has become widespread and powerful both in the U.S. and internationally. The purpose of the course is to understand the rules that apply to S corporations, partnerships, REITs and other pass-through entities and how those entities are used, both domestically and internationally. The course will also consider the tax policy issues that pass-through entities raise. The questions are both broad (e.g., Why do we have so many pass-through entities? Why do the rules for each differ? What are the issues for different classes of investors? Is simplification possible?) and narrow (e.g., How is entity-level tax eliminated in the case of a REIT or a RIC? In the case of a REMIC? In the case of an S corporation?) This class meets from January 13, 2013 to January 30, 2014. In addition to class participation, there will be 2 hour open book exam.

State Income Tax Clinic I (Craig Shaltes)
LWVL560

2 credit(s)
Requirement: Skills
Concentration(s): LLM in Taxation (LLMT)

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

State Income Tax Clinic II (Craig Shaltes)
LWVL561

1-4 credit(s)
Requirement: Skills
Concentration(s): LLM in Taxation (LLMT)

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

State Sales & Use Tax Clinic I (Michael J. Larkin)
LWVL562

2 credit(s)
Requirement: Skills
Concentration(s): 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 (Michael J. Larkin)
LWVL563

1-4 credit(s)
Requirement: Skills
Concentration(s): 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).

Tax II (Brian Galle)
LWTE560

3 credit(s)
Concentration(s): LLM in Taxation (LLMT)
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) and the LLM in Taxation.

Tax Litigation (Richard Carpenter)
LWTE565

2 credit(s)
Concentration(s): LLM in Taxation (LLMT)
Prerequisite(s): Tax I

This course provides a comprehensive review of prelitigation IRS administrative procedures, practical analysis in the selection of a choice of forum to litigate a federal tax dispute, pre-trial practice and case analysis, trial techniques and strategies when litigating a federal tax dispute before the U.S. Tax Court, and a review of refund litigation. Prerequisite: Tax I. This is an advanced tax course with priority enrollment for LLM in Taxation students.

Tax Policy (Brian Galle, Victor Fleischer)
LWAA505

2 credit(s)
Concentration(s): LLM in Taxation (LLMT)
Prerequisite(s): Tax I

This course will offer an introduction to the principal policy considerations raised when creating a tax system. 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. The class will be conducted as a seminar and will likely include guest experts who will join us in discussions of particular topics. Tax I is a prerequisite for this course; other tax courses, especially Tax II, would be useful, but are not required.

Note: This is a required course for the LLM in Taxation degree.

Tax Research & Communication (Susan Shaler)
LWTE580

3 credit(s)
Concentration(s): LLM in Taxation (LLMT)
Prerequisite(s): Tax I

This course involves an intensive examination of federal tax research techniques, including locating and evaluating legislative history, administrative authorities,and judicial decisions with attention to comparative weights and relationships among various authorities. Students are required to conduct various research and validation tasks, and to prepare complex tax documents, such as, ruling requests, protests, opinion letters, memoranda of law, and Tax Court petitions. Enrollment is limited to 12 students (no JDs).

Note: This class is restricted to LLM Taxation students.

Taxation of Intellectual Property (John I. Forry)
LWTE572

3 credit(s)
Concentration(s): LLM in Taxation (LLMT)
Prerequisite(s): Tax I

Intellectual Property development and exploitation are very significant for many businesses. This requires attention to IP legal protection and dispute resolution, but also to IP taxation in both the US and abroad. This course addresses key tax challenges and opportunities – in both the US and selected other countries – affecting IP development and exploitation. The course first focuses on basic tax rules such as treatment of income and expenses as ordinary or capital, source of income, timing of income recognition, and the effects of tax treaties on taxation of cross-border IP transactions. The course then applies such rules to selected business arrangements involving IP such as sales, licenses and cost sharing arrangements, financing techniques such as securitization, and business combinations such as mergers and joint ventures. The aim is to impart solutions for developing and exploiting IP in light of US and other tax rules. At the beginning of the course, students are assigned to teams. Each team is provided with a brief case study proposing one or more of the IP business arrangements covered in the course. In the final sessions of the course, each team makes a presentation and provides a paper covering key tax challenges and opportunities presented by its case study. One or more previous courses in taxation and/or intellectual property law are recommended but not required.

Valuation (Hon. David Laro)
LWTE585

2 credit(s)
Concentration(s): LLM in Taxation (LLMT)
Prerequisite(s): Tax I, Tax II

This course encompasses the ever expanding body of law as it relates to valuation of business interest. Topics include the proper standard of valuation, various valuation methods, and the use of discounts and premiums. The class will review business valuation issues with respect to family limited partnerships, estate planning, corporation transactions, and other areas. Cutting edge issues such as valuing high tech companies will be covered. Prerequisites: Tax I; Tax II and/or Corporations is recommended. This is an advanced tax course with priority enrollment for LLM in Taxation students.

View by Semester

Click on a semester below, then narrow your search by choosing a sub-item.