Course Descriptions

Fall 2017 LLM in Taxation Class Descriptions

Corporate Tax (Allen Walburn)
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

2-4 credit(s), H/P/L/F Graded
Requirement(s): Experiential
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

 

Federal Tax Clinic II (Richard Carpenter)
LWVL556

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

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

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 (Victor Fleischer)
LWTE545

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

State Income Tax Clinic I (Craig Shaltes)
LWVL560

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

This 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 California Department of Tax and Fee Administration (CDTFA). Under supervision of an attorney from the CDTFA’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 California Board of Equalization or the California Office of Tax Appeals

 

State Income Tax Clinic II (Craig Shaltes)
LWVL561

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

2-4 credit(s), H/P/L/F Graded
Requirement(s): Experiential
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).

A mandatory orientation session will be held on Friday, June 9th from 12 p.m. to 1:30 p.m. in Warren Hall 3A.

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

1-4 credit(s), H/P/L/F Graded
Requirement(s): Experiential
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 Litigation (Richard Carpenter)
LWTE565

2 credit(s), Standard Letter Graded
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. 

Tax Planning Lab (Paul Yong)
LWTE568

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

The course will be held on select Fridays and Saturdays during the spring semester. Students will work in teams on simulated tax planning exercises with lawyers from Sempra Energy & KPMG. Exercises will include planning, counseling, and negotiating on matters related to mergers & acquisitions, corporate tax, international tax, and financial statement impact. Federal Income Tax and Corporate Tax are required pre-requisites. The course is open to both JD and LLM students. Grades will be assessed based on group projects, written work, and participation.

Tax Policy & Research (Victor Fleischer)
LWTE570

2 credit(s), Standard Letter Graded
Requirement(s): Writing
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 Corporate Tax, would be useful, but are not required. This courses fullfills the written work requirement. 

Tax Practice & Penalties (Ronson J. Shamoun)
LWTE574

2 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.

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