Course Descriptions

Spring 2016 LLM in Taxation Class Descriptions

Advanced Corporate Tax Problems (Richard A. Shaw)
LWTE508

2 credit(s), Standard Letter Graded
Requirement(s): Skills
Concentration(s): LLM in Taxation (LLMT)
Prerequisite(s): Tax II/Corporate Tax

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 class meets for 10 sessions TBA.

Students who completed the three credit Tax I course must obtain professor approval using the form at www.sandiego.edu/law/registrar/forms.php.

Advanced Pass-Thru Taxation (Willard B. Taylor)
LWTE556

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

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 11, 2016 to February 4, 2016. In addition to class participation, there will be 2 hour open book exam on February 11, 2016.

Students who completed the three credit Tax I course must obtain professor approval using the form at www.sandiego.edu/law/registrar/forms.php.

Corporate Reorganization (M. Carr Ferguson)
LWTE510

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

This course considers the tax treatment of corporations and shareholders in corporate acquisitive reorganizations, single corporation reorganizations and corporate divisions, including carryovers. Prerequisites: Tax I, Corporate Tax and Corporations.  

Students who completed the three credit Tax I course must obtain professor approval using the form at www.sandiego.edu/law/registrar/forms.php.

Corporate Tax (Victor Fleischer)
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. Your grade will be based on a 8 hour take-home final examination.

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

Federal Tax Clinic (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 - can take concurrently

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. 

Students must attend a mandatory orientation in January 2016. Time and date TBA

Income Tax of Trusts & Estates (Ann Harris)
LWTE536

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

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. 

Students who completed the three credit Tax I course must obtain professor approval using the form at www.sandiego.edu/law/registrar/forms.php.

Partnership Tax (Howard Abrams)
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.

Students who completed the three credit Tax I course must obtain professor approval using the form at www.sandiego.edu/law/registrar/forms.php.

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.

Students must attend a mandatory orientation on Friday, January 15, 2016 at 11:00 a.m. in WH 3B.

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)

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).

Students must attend a mandatory orientation on Friday, January 15, 2016 at 11:00 a.m. in WH 3B.

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 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 (Victor Fleischer)
LWTE568

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

The course will be held on five 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 (Victor Fleischer)
LWAA505

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. 

Taxation of Intellectual Property (John I. Forry)
LWTE572

3 credit(s), Standard Letter Graded
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.

Taxes & Business Strategy (Howard Abrams)
LWTE558

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

The course is based on the textbook “Taxes and Business Strategy: A Planning Approach” (5th ed. 2015), by Myron S. Scholes, Mark A. Wolfson, Merle Erickson, Michelle Hanlon & Terry Shevlin. There are no prerequisites and students who have taken one or more tax classes can also take this class. The course provides a very high-level introduction to the basic rules of federal income taxation such as the computation of taxable income, the difference between capital gain and ordinary income, non-recognition provisions, and the basic forms of entity taxation. Most of the course is based around problems the students are required to solve using time-value of money computations, asking the students to determine, for example, what form of deferred compensation is most appropriate given specific individual and corporate tax rates along with a particular investment horizon. Students also compute the tax benefit of such techniques as rolling a traditional IRA into a Roth IRA and making a 338(h) (10) election as part of a corporate acquisition. This course is very different from other tax courses because it does not focus of the details of the Internal Revenue Code but rather seeks to develop the analytical skills students need to provide correct and detailed answers to specific business questions when the answers are affected by tax considerations. Each student will make heavy use of a financial calculator or a spreadsheet to do the homework although the examination will not require the students to do any calculations.
Grades based on the final exam.

Valuation (Hon. David Laro)
LWTE585

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

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. 

Students who completed the three credit Tax I course must obtain professor approval using the form at www.sandiego.edu/law/registrar/forms.php.

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