Course Descriptions

Fall 2015 LLM in Taxation Class Descriptions

Advanced Business Planning (Richard A. Shaw)
LWTE505

2 credit(s), Standard Letter Graded
Requirement(s): Skills
Concentration(s): LLM in Taxation (LLMT)
Prerequisite(s): Tax I or its equivalent, Corporations or its equivalent (at the JD level)

The course consists of a series of planning problems that arise in connection with the formation and operation of a corporation. Attention will be directed to the corporate law, securities law and tax law issues related to each event with emphasis placed on active class participation in problem solving and selection of alternative solutions. For each seminar meeting there will be ungraded homework assignments directed to issues raised with each problem. The final examination will consist of a 72 hour take-home examination and problem.

Agency Internships (John Sansone)
LWVL596

1-3 credit(s), P/F Graded
Requirement(s): 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 contact Julie Remer, Assistant Dean, Career and Professional Development at julieremer@sandiego.edu or Professor Margaret Dalton, Faculty Director, Clinical and Placement Education at mdalton@sandiego.edu. The internship is graded on a Pass-Fail basis.

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

Corporate Tax (Howard Abrams, Jaclyn Jacobs Pampel)
LWTE560

3 credit(s), Standard Letter Graded
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).

Federal Estate & Gift Taxation (Miranda Perry Fleischer)
LWTE530

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

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 (Richard Carpenter)
LWVL555

1-4 credit(s), H/P/L/F Graded
Requirement(s): 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.

Federal Tax Clinic II (Richard Carpenter)
LWVL556

1-4 credit(s), H/P/L/F Graded
Requirement(s): Skills
Concentration(s): 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. The clinic is graded on a 4-tier Pass-Fail basis. 

Federal Tax Procedure (Gordon L. Gidlund, Donna Crosby)
LWTE535

2 credit(s), Standard Letter Graded
Concentration(s): LLM in Taxation (LLMT)
Prerequisite(s): Tax I

A study of the administrative procedures with reference to the audit of tax returns; information-gathering; practice before the IRS; pre-litigation administrative procedures; U.S. Tax Court litigation and rules of practice; settlement procedures and trial strategies; tax refund litigation, including preparation of claims for refund, jurisdictional prerequisites, and strategies; preparation of ruling requests; offers in compromise; collection; penalties and interest; and criminal tax investigations.

Finance & Accounting for Lawyers (Brian P. Brinig)
LWBC555

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

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 (Dennis Lilly)
LWTE539

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

This basic course in international taxation will focus on the principles relating to the taxation of foreign persons (individuals as well as legal entities) by the United States and the U.S. taxation of income received by U.S. individuals and entities from activities abroad. Topics will include principles of international tax jurisdiction; rules relating to the source of income and deductions; the foreign tax credit; Section 482 and transfer pricing; foreign currency translations; international double taxation treaties and an introduction to controlled foreign corporations.

Non-Profit Law (Miranda Perry Fleischer)
LWTE562

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

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.

Partnership Tax (Howard Abrams)
LWTE545

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

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 class is only open to LLM in Taxation students who are graduating in December 2015.

State Income Tax Clinic I (Craig Shaltes)
LWVL560

1-4 credit(s), H/P/L/F Graded
Requirement(s): 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), H/P/L/F Graded
Requirement(s): Skills
Concentration(s): 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 (Michael J. Larkin)
LWVL562

1-4 credit(s), H/P/L/F Graded
Requirement(s): 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), H/P/L/F Graded
Requirement(s): Skills
Concentration(s): 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.

Tax I (Jordan M. Barry, Howard Abrams)
LWAA590

3/4 credit(s), Standard Letter Graded
Concentration(s): LLM in Taxation (LLMT)

Tax I provides students with an understanding of the basic principles of federal income tax, including gross income, deductions, tax accounting, capital transactions, and income shifting. Required for upper-class students.

Tax Practices & Penalties (Ronson J. Shamoun)
LWTE574

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

This course will examine the range of penalties that must be considered when advising on transactional tax and tax controversy matters, and it will provide a thorough background for preparing opinion letters in an effort to prevent and defend against penalties. Both transactional tax advisers and tax controversy attorneys must have a comprehensive knowledge of these penalties in order to satisfy their professional obligations. Transactional tax advisers must consider penalties when structuring business deals and will need to reference them when preparing opinion letters. Tax controversy attorneys will need to understand and be able to adequately defend against the assessment of penalties to effectively represent their client in settlement and court proceedings.

In this class we will examine relevant statutes, regulations, and case law. The class will focus on substantive and procedural law and on practical legal strategies when confronted with these issues. We will examine the statutory, regulatory, and ethical standards governing those who practice in the tax field, including the applicability of Circular 230 and other state rules regulating an attorney’s professional conduct. There will be a few guest speakers throughout the course from various firms and agencies who will discuss the application of tax penalties to their practice and work along with examples of current cases they are working on. Nearly every class will touch on a tax practitioner’s ethical obligations as they pertain to Circular 230. In addition to the statutes and opinion letters, we will also be discussing methods of proof and defenses of penalties, which are crucial to successfully representing a client.

Taxation of International Finance (John I. Forry)
LWTE583

3 credit(s), Standard Letter Graded
Concentration(s): LLM in Taxation (LLMT)
Prerequisite(s): Tax I or Corporate Finance

This course derives – from alternative approaches to capital investment neutrality and governmental benefit – the competing national bases for income, asset transfer and value added taxation of cross-border activities. The current importance of transfer pricing among related parties and the mitigation of multiple national taxation by unilateral national measures, tax treaties and EU directives are discussed and illustrated by examples. The course then applies these key tax concepts in structuring cross-border financing, including international project finance, securitization, capital markets equity and debt financing, and the use of international investment funds. Early in the course, students are assigned to teams. Each team is provided with a brief case study, makes a presentation in the final sessions of the course and afterwards provides a paper covering the key issues of its case study. In addition, each student’s course grade may be increased (but not decreased) based upon classroom performance by one grade level (e.g., from B to B+). Prerequisite: Tax I or Corporate Finance. 

Taxation of Property Transactions (Phillip L. Jelsma)
LWTE575

2 credit(s), Standard Letter Graded
Concentration(s): LLM in Taxation (LLMT)
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.

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