Course Descriptions

Spring 2018 LLM in Taxation Class Descriptions

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, Partnership 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 8, 2018 to February 8, 2018. In addition to class participation, there will be 2 hour open book exam on February 16, 2018.

 

Agency Externship II (John Sansone)
LWVL590

1-4 credit(s), P/F Graded
Requirement(s): Experiential
Concentration(s): LLM in Taxation (LLMT)

Externship II students refine their skills, with a longer opportunity to specialize their training in a specific area. Externship II is limited to students who have previously worked at an Agency Externship placement. Please refer to Agency Externship I description for additional requirements.

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 Externship qualifies for a concentration.

Corporate Reorganization (M. Carr Ferguson)
LWTE510

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

This course considers the tax treatment of corporations and shareholders in corporate acquisitive reorganizations, single corporation reorganizations and corporate divisions, including carryovers. Prerequisite: Tax I.  This class will have a take-home final exam.

 

Corporate Tax (Paul Yong)
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).

Income Tax of Trusts & Estates (Ann Harris)
LWTE536

2 credit(s), Standard Letter Graded
Concentration(s): LLM in Taxation (LLMT)
Prerequisite(s): Tax I, Trusts & Estates
Recommended Class(es): Federal Estate & Gift Taxation

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. 

 

Int'l Estate Planning (Raúl Villarreal Garza, Elettra Menarini, Patrick W. Martin )
LWTE538

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

The course will address U.S. federal taxation issues (both income and transfer taxes) for multi-national families in this modern day of global living, investment and travel. A detailed review of the income tax rules under Subchapter J and the transfer tax rules for persons who are not U.S. persons will be addressed. Additionally, strategic planning considerations will address pre-immigration and emigration taxation and estate/wealth planning. Grades will be based on quizzes, take home assignments/projects and a final exam.

International Tax Policy (Victor Fleischer)
LWIC540

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

This course will offer an overview of principal policy considerations that af- fect our international tax rules. Topics will include the merits of different tax systems (worldwide, territorial, hybrid), coordination with international organizations, questions of tax administration and legal complexity, the effi- ciency implications of international tax, 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. It will also review the latest proposed legislation, assess its merits, and project how it might affect tax practice in the future. 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.

Payroll Taxes (Willard B. Taylor)
LWTE548

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

The purpose of this course is to understand the structure of payroll taxes and the new 3.8% tax on net investment income and also to consider the broader issues which these taxes raise. We will not get into the fine print (e.g., should you be withholding FICA on what you pay your babysitter?), but will discuss, for example, the effect of the rules on choice of entity or a structure used to carry on a business (such as the choice between a partnership and an S corporation or between a limited liability company and a limited partnership), the alignment of the taxes with the personal income tax and other connections between “social insurance” programs and the personal income tax. Broader issues include, for example, whether it makes a difference whether these are taxes are viewed as taxes on income or simply as payments made for specific retirement and/or medical benefits (and, depending on how that is answered, whether it might make sense to fund more of the benefits out of general revenues, not payroll taxes and the tax on NII). This class will have a final exam in February. 

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): 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

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).

 

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.

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.

Transfer Pricing (David Bowen)
LWTE584

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

The course involves a thorough study of the fundamental and practical concepts of “transfer pricing,” from U.S. and international perspectives. Transfer pricing is one of the most significant tax issues for multinational enterprises with international operations. It attracts the scrutiny of tax authorities worldwide and continues to draw attention of multiple countries’ tax legislatures. The course first analyzes the fundamental methods by which income and other items are affected – often with major financial impact - through MNE “controlled” transactions. The basic analytical framework involve critical analysis of U.S. Code provisions, Treasury Regulations, other administrative materials and important judicial decisions. These U.S. provisions are compared to other comprehensive, consensus-type guidelines, such as the recent OECD Guidelines. Practical strategies are discussed in terms of proactive strategies for resolving and avoiding cross-border disputes involving transfer pricing. Topics include allocations and apportionments of income, deductions, credits and allowances; the “arm’s length” standard and its alternatives; BEPS (base erosion and profit shifting); economic double taxation; Treaty mechanisms such as MAP (mutual agreement procedures); TIPs (taxpayer-initiated adjustments) and compensating adjustments; general legal principles and apportionment methods, including the judicial doctrines of assignment of income, the economic substance doctrine, fruit-tree, and other matters; methods to determine “true” taxable income in “controlled” transactions involving tangible and intangible property, services, and intercompany financing; relevant U.S. customs rules; tax penalties and relevant forms, including country-by-country reporting; tax planning and compliance efforts; and relevant comparisons of international transfer pricing rules within particular contexts. Grades will be based on a written exam which includes true false questions, multiple choice, and a hand-graded essay,

Note: This course is open to LLM and JD levels.

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