Course Descriptions

Spring 2012 LLM in Taxation Class Descriptions

Advanced Corporate Tax Problems (Richard A. Shaw)
LWTE508

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

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.

Agency Internships (John Sansone)
LWVL596

1-3 credit(s)
Requirement: Skills
Concentration(s): LLM in Taxation (LLMT)

The Agency Internship Program consists of a work component and a class component. The Agency Internship Program allows students to earn academic credit for working in a law related internship position. Students work a minimum of 60 hours per unit of credit and may receive 1-3 credits. For the work component, students intern with a government agency or a nonprofit organization. During the school year, the internship employer must be in the civil field or criminal appellate law field. Students participate in primarily on-line class sessions involving small group discussions, prepare weekly summaries of their work and complete a writing assignment. If you have been accepted into an internship placement and want to apply for the internship course, fill out the Internship application. If you have any other questions, email Lizzette Herrera Castellanos, Director of Agency Internship Programs or call(619) 260-2342. The internship is graded on a Pass-Fail basis.

Note: There are limitations on JD concentration eligibility. Please check the concentration web pages for more information. Contact Law Student Affairs to find out if your Agency Internship qualifies for a concentration.
Additional Information: Concentrations Web Page, Email Law Student Affairs

Corporate Reorganization (M. Carr Ferguson)
LWTE510

3 credit(s)
Concentration(s): LLM in Taxation (LLMT)

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: Tax II is recommended but not required. This is an advanced tax course with priority enrollment for LLM in Taxation students.

Estate Planning (Dennis Lilly)
LWTE520

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

The study of estate planning brings together in a practical, planning-oriented approach the knowledge gained from many courses to assist prospective lawyers in advising their clients how to arrange the most effective disposition of their capital and income. The income taxation of trusts and estates, the revocable trust, and the marital deduction are reviewed in detail. Differences between planning with separate property and community property are considered. This course is tax intensive and intended for students with a strong interest in tax law. Prerequisites: Tax I (Basic Federal Tax), Federal Estate and Gift Taxation, and T&E: Wills & Trusts. This is an advanced tax course with priority enrollment for LLM in Taxation students.

Federal Tax Clinic (Dale Carpenter)
LWVL555

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)

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.

State Income Tax Clinic I (Craig Shaltes)
LWVL560

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

This Tax Appeals Assistance Program is a joint effort between USD Legal Clinics and the California State Board of Equalization. Under the supervision of an attorney from the California Taxpayers’ Rights Advocate Office, students will assist taxpayers with their state tax appeals. Students receive legal practice skills training, including interviewing clients, identifying evidence, drafting appeals briefs, and representing clients in negotiations with the State Board and at hearing. The clinic is graded on a 4-tier Pass-Fail basis. No prerequisites.

State Income Tax Clinic II (Craig Shaltes)
LWVL561

1-2 credit(s)
Requirement: Skills
Concentration(s): LLM in Taxation (LLMT)
Prerequisite(s): Tax I

This Tax Appeals Assistance Program is a joint effort between USD Legal Clinics and the California State Board of Equalization. Under the supervision of an attorney from the California Taxpayers’ Rights Advocate Office, students will assist taxpayers with their state tax appeals. Students receive legal practice skills training, including interviewing clients, identifying evidence, drafting appeals briefs, and representing clients in negotiations with the State Board and at hearing. The clinic is graded on a 4-tier Pass-Fail basis. No prerequisites.

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

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

This State Sales & Use Tax Clinic is a joint effort between USD Legal Clinics and the California State Board of Equalization. Under the supervision of an attorney from the California Taxpayers' Rights Advocate Office, students will assist taxpayers at the Petitions stage of proceedings instituted against them by the Franchise Tax Board. Students receive legal practice skills training, including gathering evidence, preparing legal briefs, participating in negotiation proceedings and oral argument at an administrative hearing. The clinic is graded on a 4-tier Pass-Fail basis. No prerequisites.

State Sales & Use Tax Clinic II (Michael J. Larkin)
LWVL563

1-2 credit(s)
Requirement: Skills
Concentration(s): LLM in Taxation (LLMT)

This State Sales & Use Tax Clinic is a joint effort between USD Legal Clinics and the California State Board of Equalization. Under the supervision of an attorney from the California Taxpayers' Rights Advocate Office, students will assist taxpayers at the Petitions stage of proceedings instituted against them by the Franchise Tax Board. Students receive legal practice skills training, including gathering evidence, preparing legal briefs, participating in negotiation proceedings and oral argument at an administrative hearing. The clinic is graded on a 4-tier Pass-Fail basis. No prerequisites.

Tax Exempt Organizations (Kenneth Coveney, Paul J. Dostart)
LWTE562

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

This course will address the concept and basis for tax exemption; classification as a Private Foundation; special issues relating to Public Charities, charities as operating entities, fundraising issues; California Law applicable to tax exempt organizations; and Unrelated Business Income Taxation (UBIT). There will be 4-8 hrs. p/wk reading assignments in Treasury Regulations. Attendance is mandatory. A student will not be permitted to sit for the final exam if she/he has not attended at least 70% of the class sessions. Grade determined by final examination. Prerequisite: Tax I

Tax Litigation (Richard Carpenter)
LWTE565

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

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 (Hon. David Laro)
LWTE570

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

Tax Policy is a reflection of the country's social, economic and political history. Alongside the question of how much to tax, is the critical decision of how to allocate the tax burden among the various taxpayers. Deciding who is to be taxed and how much to tax them is the substance of this course on the tax policy. We will examine tax policy by looking at the tax legislative process, the policy makers, and various code provisions as part of the focus on various tax issues and problems. Students will be required to write short papers on tax issues throughout the course. Grades will be based on the short papers and the final paper. A final paper on an assigned subject will be due after the class ends. The final paper is not intended to and does not fulfill the JD Written Work requirement of the law school. This is an advanced tax course. Prerequisites: Tax I & II (LLM’s may take Tax II concurrently)This course begins January 9 and ends March 28, 2012.

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

Tax Policy (Jordan M. Barry)
LWAA505

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

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) with priority to 1) December graduates and 2) full-time students.

Note: This class is restricted to LLM Taxation students.

Taxation of Business Conduits (Willard B. Taylor)
LWTE579

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

This course will cover business entities that are not subject to the corporate tax – regulated investment companies (or RICs), real estate investment trusts (or REITs), fixed investment trusts, real estate mortgage investment conduits (or REMICs), publicly-traded (or master limited) partnerships, and S corporations. The course will consist largely of lectures, but (hopefully) with active participation by students. The goal is understand the pass-through entity rules and how they have evolved (and are evolving) and also to consider policy issues raised by the rules. As a consequence, the questions are 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?) and narrow (e.g., How is entity-level tax eliminated in the case of a RIC? In the case of a REMIC? In the case of an S corporation?). In addition to assigned readings, students will be asked to discuss specific questions that will be provided at the end of each class – not in writing but in a back-and-forth discussion in the following class. Class participation will be a part of the grade for the course. In addition to class participation, there will be 2 hour open book exam or, in the alternative, a student may prepare one written paper of approximately 20 pages on a topic of the student’s choice.

Taxation of Intellectual Property (John I. Forry)
LWTE572

3 credit(s)
Concentration(s): LLM in Taxation (LLMT)

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)

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. This class begins January 9 and ends March 28, 2012.

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