Courses

• LAW TX 944: Structuring Intellectual Property Ownership
  Intellectual Property is the engine for the modern world economy. This course will look at US and international tax strategies implemented by individuals and companies owning IP to minimize the tax costs and maximize the economic benefits. The course will examine the tax consequences, and appropriate strategies, for developing intellectual property, acquiring intellectual property from another party, transferring intellectual property rights in the most cast effective manner. The course will have a strong emphasis on international tax, including the effects of bilateral tax treaties, related party transaction rules (such as Code 482), U.S. rules governing transfer of intellectual property out of the United States (Code 367), cost sharing arrangements under Code 482, and other sophisticated transactional issues such as charitable contributions and intellectual property in order to claim contribution deductions. Prerequisite: International Tax I: Taxation of International Trade Investment and Finance. Recommended: Taxation of Intellectual Property I.
• LAW TX 949: Taxation of Financial Products: Principles and Application
  An in-depth study of the "nuts and bolts" of the taxation of financial products. The course, which is designed to provide a hands-on knowledge-base for current and aspiring financial-services tax professionals, will have three main components. It will begin with a comprehensive examination of the taxation of debt instruments, with an intensive review of original issue discount and related rules. Next, it will turn to the taxation of derivatives, including options, forwards, futures, swaps and variable annuities. It will conclude with a review of the federal government's response to perceived abuses involving financial instruments, covering areas including constructive sales, constructive ownership transactions and the tax shelter regulations. Some use of a financial calculator or spreadsheets will be required. The course is intended to complement TX 917 Taxation of Financial Products: Policy and Theory and may be taken either prior or subsequent to that class or on a stand-alone basis. Pre or Co-requisites: Federal Income Taxation I & II.
• LAW TX 950: Tax Aspects of Charitable Giving
  Charitable gift planning has long been a crucial component in wealth management and estate planning. It remains an important factor in the "tool box" of estate and tax professionals. While humanitarian commitments remain the primary motivating force behind private philanthropy, the tax benefits associated with charitable strategies and techniques have assumed greater importance as our system of taxation has grown increasingly complex. This course will examine the federal tax implications (income tax, gift tax, estate and generation skipping transfer tax, and capital gains tax) of key strategies associated with charitable gift planning for incorporation into the overall estate plan. Topics covered will include types of charitable entities, requirements of a charitable gift, charitable alternatives (private foundations, donor advised funds and supporting organizations), split interest transfers (charitable remainder and lead trusts), bargain sales, gifts of complex assets, and testamentary transfers. Case studies will be used to illustrate optimal intervivos and testamentary planning for creating flexibility while avoiding pitfalls. None. Recommended: Federal Income Taxation I, Federal Income Taxation II and Estate and Gift Taxation.
• LAW TX 951: US Transfer Pricing
  This course undertakes a detailed examination of the US transfer pricing rules, policies and procedures. It will only casually address issues in other jurisdictions- transfer pricing rules in strongly OECD jurisdictions like Canada, the United Kingdom and Australia will be considered only in a contrasting manner to provide context. In addition, the transfer pricing rules in customs and those in the VAT (EU and elsewhere) will similarly be considered only where they provide contrast to the US rules.
• LAW TX 953: Inbound International Taxation
  This course will cover the U.S. tax rules applicable to taxation of income from U.S. (and sometimes foreign) sources received by corporations and individuals that are non-residents of the United States. In some cases, such income will be derived from passive investments and be in the form of dividends, interest, rents, or royalties. In other cases, the income will arise from active business activities. The course will address the concept of residence and entity classification, the U.S. source of income rules, the U.S. withholding tax rules (including the obligations of withholding agents) with respect to non-business income, the types of activities that can generate a "trade or business" (tax nexus) in the U.S., the U.S. rules for determining income effectively connected with a U.S. trade or business and thus taxable in the U.S., the branch profits tax, FIRPTA (foreign investment in U.S. real property) and the U.S. rules applicable to financing U.S. operations owned by non-U.S. taxpayers Finally, we will address the impact of tax treaties on the taxation of income of non-residents. This course will be of interest to students who will represent foreign resident taxpayers with economic operations in the United States.
• LAW TX 955: Taxation of Intellectual Property
  Intellectual property- from sophisticated aerospace technology to computer software and web applications to music and video rights- is one of the most important, challenging, and sophisticated areas of modern commerce. However, because the IP revolution has occurred in only the last 25 years, many of the traditional principles of income taxation are not easily applied to IP assets. This course will explore the tax aspects of creating intellectual property, buying intellectual property, exploiting IP through leases and licenses, and strategies for selling valuable IP rights with the best tax results. The course will also explore important international tax issues, including the so called "migration" of IP offshore, cost-sharing arrangements, and other mechanisms that seek to "locate" IP and the associated tax liabilities in tax-favorable jurisdictions. The course will teach the tax differences between copyrighting and patenting a software program, the right and wrong ways to license and sell a trademark, and the mechanisms for turning a "license" into a "sale" and thereby converting ordinary income into capitol gains.
• LAW TX 958: International Estate Planning
  The course will cover international estate planning from two perspectives: (1) U.S. citizens residing outside of the U.S. or owning assets located outside of the U.S.; and (2) foreign citizens residing in the U.S. or transferring assets in or to the U.S. U.S. gift and estate tax laws applicable to both situations will be studied in depth in a practice-oriented manner. Planning techniques and vehicles utilized in international estate planning will be explored, in particular trusts and the special U.S. income tax rules applicable to foreign trusts with U.S. beneficiaries and off-shore U.S.-grantor trusts. The impact of non-U.S. transfer taxes and tax treaties will be considered, as well as non-tax foreign laws impacting on international estate planning. The course will also cover the U.S. tax and estate planning issues applicable to "mixed marriages" where one spouse is a U.S. citizen and the other is a non-U.S. citizen, and multi-jurisdiction situations of gifts or bequests from non-U.S. donors or decedents to U.S. beneficiaries. Finally, the course will also consider cultural and ethical issues peculiar to the area of international estate planning. Prerequisite or corequisite: Estate and Gift Tax, Estate Planning
• LAW TX 959: Making Tax Law
  The course explores how U.S. tax law is made in order to provide context and perspective for interpreting the various provisions of the tax law. It examines how considerations of tax policy, tax politics and tax administration contribute to the development of law through the legislative process, the promulgation of regulations and other administrative guidance, and the negotiation and ratification of tax treaties, as well as interactions and judicial evaluations of all of the above. In other words, the course explores what happens on the road to tax law and what causes those twists and turns. It necessarily discusses issues of tax policy, but the principal focus is on process. We will use traditional cases, legislative documents, and other materials. Pre or corequisite: None
• LAW TX 961: Fed Income Tax
  
• LAW TX 962: Intl Tax
  
• LAW TX 963: Corporate Tax
  
• LAW TX 966: Tax Practice
  
• LAW XB 813: US Contract Law
  This course covers legal and equitable remedies for enforcing contracts, elements of assent, interpretation of contract terms, determining what promises are enforceable, tests for performance and breach, and defenses to contract enforcement.
• LAW XB 814: US & Trans-border Securities Regulation
  This course analyzes key issues under the U.S. federal securities laws, principally the Securities Act of 1933 and the Securities Exchange Act of 1934, with respect to the offer and sale and trading of securities. It includes a study of what constitutes a security, the public offering process, mandatory disclosure requirements for public companies, exemptions from registration, and potential liabilities and sanctions.
• LAW XB 815: International Business Transactions & Agreements
  IBTA covers the transactional approach to legal problems encountered in commercial and financial business ventures that cross national borders. Topics include form of doing business, including formation of contracts and the range of issues presented-such as choice of law, choice of forum, commercial terms, force majeure, sales, distribution and agency law, franchise, licensing arrangements, and foreign direct investments ; the operations of the institutions of the World Trade Organization; investment in free trade areas such as the European Union and NAFTA; and issues of transfer of intellectual property and international dispute resolution. Students will gain exposure to analyzing various international business agreements and documents including global joint venture agreements and privatization provisions, sales and letters of credit, distribution and franchise agreements, international development and investment agreements, letters of intent for mergers and acquisitions, and technology licensing agreements.
• LAW XB 816: US Corporate Law
  This course examines the legal structure and characteristics of US business corporations and LLCs, especially in Delaware, with a focus on issues that will interest international lawyers. Topics include the distribution of power between management and shareholders; the limitations on management powers imposed by state law fiduciary duties; rights of minority shareholders; shareholder derivative suits; and capital and voting structures. US federal Securities Law and Mergers & Acquisitions are covered in other Executive LL.M. courses.
• LAW XB 817: US & International Intellectual Property
  The U.S. and Intellectual Property Law course examines legal protection of inventions, creative expression and other kinds of information. This course will introduce students to patents, copyrights, trademarks, and trade secrets. Most of the course will cover American intellectual property law, but comparative and international issues will also be covered.
• LAW XB 818: US & International Mergers & Acquisitions
  This course will explore the various modes of business acquisition including statutory mergers, asset purchases, and stock purchases and, for each type of business combination, will examine (1) the strategic and practical advantages and disadvantages, (2) the statutory requirements and procedures, (3) the documentation required or suggested, and (4) the relevant case law. The course looks at the practical aspects of the business lawyer's role in structuring the transaction, in identifying, explaining and negotiating the business/legal terms, in negotiating the acquisition agreements, and in getting the deal done. The course materials will consist of traditional statutory and case materials, explanatory materials, and legal documents, such as letters of intent, confidentiality agreements, merger agreements, etc. The course will use U.S. materials (particularly the law of Delaware) as base materials, but will also consider trans-border transactions.
• LAW XB 819: International Arbitration
  The old maxim "where business goes, disputes soon follow" has renewed vitality in an age of globalization. As cross-border commerce follows American business abroad, and offshore foreign investment flows into the U.S., the potential for clashes in the business expectations of the parties increases, particularly as the economy softens. Dispute resolution thus becomes an almost inescapable component of today's private international commercial dispute process. The focus of the course will be on international arbitration, from inception in the contractual drafting through the mechanics of the dispute resolution process to the enforcement stage, with some consideration of other alternative dispute resolution techniques. The original case studies and related materials are largely drawn from actual practice. This course is designed for corporate attorneys as well as litigators.
• LAW XB 820: Corporate Finance with U.S. and International Reporting
  Corporate Finance and Accounting is concerned with understanding financial statements and reports. The objective is that students will be able to read and understand the four financial statements and the 10-k annual report. Emphasis is placed on understanding the nature and meaning of the reports, as well as the relationship to the underlying transactions. Other topics may include: basic accounting principles, US GAAP versus IFRS, financial statement analysis, the relationship of the financial statement information to covenant documents, and accounting gamesmanship. It will also include analysis and structuring of capital transactions, with emphasis on financial statement analysis, attributes of equity and debt securities and transactions which restructure existing corporate capitalizations. Transactions discussed will include an acquisition, an out-of-court debt restructuring and a negotiated reallocation of equity.

Back to full list of School of Law