Course Descriptions

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Spring 2021 Taxation Class Descriptions

Advanced Business Planning (LWTE505)

Instructor(s): Laura Buckley, Richard Shaw

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

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.

Advanced Pass-Thru Taxation (LWTE556)

Instructor(s): Staff

2 credit(s), Letter Graded
Concentration(s): Taxation (LLMC), LLM in Taxation (LLMT), Taxation (MSLS)
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 for seven weeks. In addition to class participation, there will be 2 hour open book exam.

 

Corporate Tax (LWTE560)

Instructor(s): Ariel Jurow Kleiman

3 credit(s), Letter Graded
Concentration(s): Business and Corporate Law (JD), LLM in Business and Corporate Law (LLMB), Business and Corporate Law (LLMC), Taxation (LLMC), LLM in Taxation (LLMT), Business and Corporate Law (MSLS), Taxation (MSLS)
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 Income Tax Accounting (LWTE531)

Instructor(s): David Bowen

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

This course covers certain core, fundamental principles of Federal income-tax accounting, as set forth in the U.S. Internal Revenue Code, 26 USC, and the corresponding Treasury Regulations. The entire structure of the U.S. Federal income tax depends on an annual accounting period that assigns income, deductions, and other tax incidents to specific accounting periods. Accordingly, specific course coverage includes timing, character, tax years, accounting periods, methods of accounting, adjustments and readjustments between and among tax years, mitigation, and other relevant subjects, including certain procedural and administrative provisions. The course will provide a thorough understanding of the laws governing the proper realization, recognition, and reporting of the various items of income, deductions, credits and allowances that, collectively, determine a taxpayer\'s federal income-tax liabilities and obligations.

Federal Tax Clinic I (LWVL555)

Instructor(s): Richard Carpenter

2-4 credit(s), H/P/L/F Graded
Requirement(s): Experiential
Concentration(s): Taxation (LLMC), 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 (LWVL556)

Instructor(s): Richard Carpenter

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

Income Tax of Trusts & Estates (LWTE536)

Instructor(s): Ann Harris

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

 

International Estate Planning (LWTE538)

Instructor(s): Patrick Martin, Raul Villarreal Garza

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

Non-Profit Law (LWTE562)

Instructor(s): Miranda Perry Fleischer

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

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.

Payroll Taxes (LWTE548)

Instructor(s): Staff

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

The purpose of this course is to understand the structure of Federal 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 the choice an 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 Government and private social insurance and healthcare programs and the personal income tax.  (There is also the effect on payroll taxes of H.R. 6201, The Families First Coronavirus Response Act, and other responses to the pandemic.)  Broader payroll tax issues include, for example, whether it makes a difference whether these 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 Social Security and Medicare benefits out of general revenues, not payroll taxes, and to eliminate the tax on NII).

Apart from assigned materials, additional readings are set out at the end of this syllabus.  These are not required but are for those who want to go beyond the assigned readings. This class meets for seven weeks followed by a final exam.

 

REITs (LWTE550)

Instructor(s): Shane Shelley

1 credit(s), Letter Graded
Concentration(s): Taxation (LLMC), LLM in Taxation (LLMT), Taxation (MSLS)
Prerequisite(s): Completed or concurrent enrollment in Tax I

In this course, we take an in-depth look at the U.S. federal income taxation of “real estate investment trusts” (“REITs”) and related real estate transactions, including: the history and purpose of REITs; the primary tax requirements applicable to REITs; the structure of common REIT transactions, including “UPREIT” formations, real estate contributions and M&A transactions; and the use of REITs by private investment funds. Classwork and course materials will incorporate a close review and analysis of multiple sources, including the Internal Revenue Code and related authorities, the SEC filings of publicly traded REITs and examples of contractual agreements related to REIT transactions. This class runs for seven weeks.  Grades will be based on an open-book final exam.

State Income Tax Clinic I (LWVL560)

Instructor(s): Staff

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

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 (LWVL561)

Instructor(s): Staff

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

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 (LWVL562)

Instructor(s): Michael Larkin

2-4 credit(s), H/P/L/F Graded
Requirement(s): Experiential
Concentration(s): Taxation (LLMC), 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 (LWVL563)

Instructor(s): Michael Larkin

1-4 credit(s), H/P/L/F Graded
Requirement(s): Experiential
Concentration(s): Taxation (LLMC), 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 (LWAA590)

Instructor(s): Miranda Perry Fleischer

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

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 Policy & Research (LWTE570)

Instructor(s): Dennis Lilly

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

Transfer Pricing (LWTE584)

Instructor(s): David Bowen

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

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.