Course Descriptions

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Fall 2019 Taxation Class Descriptions

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Corporate Tax (LWTE560)

Instructor(s): Ariel Jurow Kleiman

3 credit(s), Letter Graded
Concentration(s): Taxation (MSLS), Business and Corporate Law (MSLS), LLM in Taxation (LLMT), Taxation (LLMC), Business and Corporate Law (LLMC), LLM in Business and Corporate Law (LLMB), Business and Corporate Law (JD)
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 (LWTE530)

Instructor(s): Miranda Perry Fleischer

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

Finance & Accounting for Lawyers (LWBC555)

Instructor(s): Brian Brinig

2 credit(s), Letter Graded
Concentration(s): Taxation (MSLS), Business and Corporate Law (MSLS), LLM in Taxation (LLMT), Taxation (LLMC), Business and Corporate Law (LLMC), LLM in Business and Corporate Law (LLMB), Business and Corporate Law (JD)

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 (LWTE539)

Instructor(s): Ariel Jurow Kleiman

3 credit(s), Letter Graded
Concentration(s): Taxation (MSLS), International Law (MSLS), Business and Corporate Law (MSLS), LLM in International Law (LLMI), LLM in Taxation (LLMT), Taxation (LLMC), International Law (LLMC), Business and Corporate Law (LLMC), LLM in Business and Corporate Law (LLMB), Business and Corporate Law (JD)
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, corporate inversions, and an introduction to controlled foreign corporations and Subpart F.

Partnership Tax (LWTE545)

Instructor(s): Eric Tetrault

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

Tax I (LWAA590)

Instructor(s): David Bowen, Miranda Perry Fleischer

3-4 credit(s), Letter Graded
Concentration(s): Taxation (MSLS), Taxation (LLMC)

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 Litigation (LWTE565)

Instructor(s): Richard Carpenter

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

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 (LWTE568)

Instructor(s): Paul Yong

3 credit(s), Letter Graded
Concentration(s): Taxation (MSLS), Business and Corporate Law (MSLS), LLM in Taxation (LLMT), Taxation (LLMC), Business and Corporate Law (LLMC), LLM in Business and Corporate Law (LLMB), Business and Corporate Law (JD)
Prerequisite(s): Tax I
Corequisite(s): Corporate Tax

The course will be held on select Fridays during the fall 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 (Tax I) is a pre-requisite for the course and Corporate Tax is a co-requisite and which may be taken concurrently. The course is open to both JD and LLM students. Grades will be assessed based on group projects, written work, and participation.

The first class will be held at USD. All other sessions will be held offsite.

Tax Practice & Penalties (LWTE574)

Instructor(s): Ronson Shamoun

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