Courses
The listing of a course description here does not guarantee a course’s being offered in a particular semester. Please refer to the published schedule of classes on the Student Link for confirmation a class is actually being taught and for specific course meeting dates and times.
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LAW TX 920: Tax Aspects of Buying and Selling a Business
A comprehensive course on how business owners can buy and sell businesses with a minimum tax cost and maximum after-tax return. The strategies for selling a business are often implemented from the moment the business entity is originally formed. The course will examine the crucial strategies, from choice of entity, to conducting ongoing operations, to the correct way to change or restructure existing C corporations, S corporations and other entities. The course will also examine the best way to structure a sale of a particular business, based on both the form of legal entity and on the specific facts in a case. For example, the course will compare a sale of stock to a sale of assets; will compare a sale for cash to a tax free transaction or part-cash, part-stock transaction; and compare the differences between a sale with immediate payment versus a possible installment sale. Prerequisites: Federal Income Taxation I and Federal Income Taxation II. -
LAW TX 924: Corporate Reorganizations
Income tax considerations relating to corporate tax free reorganizations including: review of the requirements for tax free treatment of acquisitive and time permitting divisive reorganizations; review of the tax treatment to all relevant parties to the transaction; consideration of special problems associated with certain types of reorganizations. Prerequisite: Introduction to Corporate Tax. Note: Limited enrollment. -
LAW TX 925: Executive Compensation
Study of the tax and ERISA aspects of various forms of executive compensation. Topics include traditional fringe benefits and deferred compensation arrangements, incentive and non-qualified stock option and restricted stock plans, stock appreciation rights, excess benefit arrangements, rabbi trusts, golden parachute agreements, split-dollar insurance arrangements, and special issues for tax-exempt organizations. -
LAW TX 926: Exempt Organizations
This course examines the formation, organization, operation and tax aspects of tax-exempt entities including charitable organizations, private foundations and various other tax-exempt entities such as healthcare organizations, social clubs, business leagues, trade associations, fraternal organizations and arts organizations. The course will analyze the following topics: the rationale for federal tax-exempt status; general considerations in organizing tax-exempt entities, including selection of appropriate form and methods of obtaining and maintaining tax-exempt status; distinctions between non-profit and tax exempt status; income taxation of exempt organizations; structuring relationships with nonprofit affiliates and for profit business organizations; liability and responsibility of agents, officers and directors; prohibited transactions; the taxation of unrelated business taxable income; private benefit/private inurement; intermediate sanctions; fundraising; political activities; and considerations in acquisitions, mergers and liquidations of exempt organizations. Pre or Co-Requisite: Federal Income Tax I -
LAW TX 928: State and Local Taxation
The course will expose students to the major types of United States state and local taxes,including personal income taxes, sales and use taxes, property taxes, and corporate taxes.We will explore the structure of each of these types of taxes, how the taxes are implemented in various jurisdictions, and some of the significant issues that arise in applying the taxes. We will also cover some special issues arising from the multi- jurisdictional nature of state and local taxation, and the principal aspects of United States federal law, both statutory and constitutional, that shape and constrain state tax systems. We will consider the application of basic state tax concepts to current issues facing state tax administrators and practitioners, including tax-advantaged business structures, and some of the legislative responses to such issues. -
LAW TX 930: Partnership Tax I
Presents an overview of subchapter K and the federal income tax treatment of partnerships and other entities, such as limited liability companies;. Topics include tax classification of a partnership versus a corporation or trust; considerations in choice of entity;basic partnership accounting and capital accounts, partnership formation and acquisition of partnership interests for property or services; determination of basis;basic rules allocations of income and loss ; taxation of normal partnership operations; distributions of cash and property; transactions between partners and partnership, including sales of partnership interests. Prerequisite or corequisite: Federal Income Taxation I and II, Introduction to Corporate Tax -
LAW TX 932: Consolidated Corporations
Survey of the U.S. income taxation of corporations filing consolidated tax returns. Provides a general understanding of the consolidated return regulations and enables students to identify tax issues involving corporations filing or wishing to file consolidated returns. The application of the consolidated return regulations to complex business transactions is considered. Prerequisites: Federal Income Taxation I, Federal Income Taxation II, and Introduction to Corporate Tax, or equivalent experience. -
LAW TX 933: Introduction to Corporate Tax
Income tax considerations relating to transfers of assets and liabilities to a corporation (during incorporation and otherwise), non-liquidating distributions, stock redemptions, related party stock purchases and corporate liquidations. Includes an overview of the treatment of a corporate shareholder versus other shareholders. Prerequisite or corequisite: Federal Income Taxation I and II -
LAW TX 934: Estate Planning- Advanced
This course picks up the estate planning course (TX 935) leaves off. We will survey several "cutting edge" estate planning techniques-techniques that permit the transfer of large amounts of wealth at little or no gift tax or estate tax cost. We will zero in on valuation rules that apply to the estate tax and gift tax; we will discuss what to look for in appraisals; we will examine, in depth, the current status of planning involving family partnerships and LLCs; we will examine the rules that apply to GRATs, installment sales to "defective" grantor trusts, and how to structure transfers using these techniques; we will review the biases built into the actuarial valuation rules that the Internal Revenue Service requires us to apply; we will examine the effects of the UPC, the Uniform Trust Code, and will consider "decanting"; we will discuss some of the psychological aspects of estate planning including issues presented by parents' fears of making their children too wealthy too soon; and we will discuss trust design and the choice of trustees. There is no final exam but students will be required to write a 10 -- 15 page term paper. In addition there will be several quizzes throughout the semester. Prerequisite: Estate Planning and Estate and Gift Tax Recommended: Taxation of Trusts and Fiduciaries -
LAW TX 935: Estate Planning
This course will examine in depth the theoretical and practical aspects of a variety of estate planning strategies currently being used in the real world. The primary focus of the course will be on federal income, estate, gift, and generation skipping transfer tax issues which arise in the estate planning context, although other planning issues, including professional ethics, will also be considered. The course will use case studies of specific tax driven planning strategies, including grantor trusts, marital deduction trusts, post-mortem planning, and planning for incapacity. Prerequisite or corequisite: Federal Income Taxation I and Estate and Gift Tax -
LAW TX 936: Taxation of Bankruptcies and Workouts
Study of the tax and opportunities arising in bankruptcy and nonbankruptcy workouts of individuals, partnerships, and corporations. Topics include cancellation of indebtedness income from the reduction or renegotiation of debt, gain or loss recognition on foreclosures and similar property transfers, restrictions on net operating loss carryovers, special tax consequences of the restructuring of partnership debt and equity, the taxation of the bankruptcy estate and its owners and creditors, and trust fund tax penalties on officers, directors, and other individuals. Prerequisites or corequisites: Introduction to Corporate Tax and Partnership Tax I. -
LAW TX 937: Taxation of Trusts and Fiduciaries
Income tax consequences arising upon the death of a decedent and special income tax treatments of estates, trusts, and fiduciaries. Topics include determination of gross income and allocation between the decedent and the estate or trust; special problems with income in respect of a decedent; separate and conduit taxation of estates and trusts; allocation of tax attributes between an estate or trust and its beneficiaries; grantor trust rules, and other topics. Prerequisite: Federal Income Taxation I. -
LAW TX 939: Outbound International Tax
The current international tax environment can be fairly described as verging on chaos, with considerable pressure on the traditional approach sharing international tax revenues amount countries based on residence of the taxpayer or source of revenues. This course will examine the important areas relating to the U.S. taxation of U.S. corporations' foreign operations in the context of these international developments. This course is designed for those students who are interested in practicing in the international tax area or who are interested in exploring in considerable detail one of the Internal Revenue Code's more complex statutory regimes. The 2017 Tax Cuts and Jobs Act (TCJA) promulgated some of the most significant changes in US international tax rules in history, including those of the Tax Reform Act of 1986. For purposes of this course, the most relevant change was the creation of an annual US tax charge on US corporations under the rules relating to GILTI (Global Intangible Low Taxed Income) and its sister provision, FDII (Foreign Derived Intangible Income). Factoring in changes from the TCJA, this course will involve an in-depth analysis of the rules relating to the foreign tax credit, including the increasingly-important source-of- income and allocation-of-deduction rules, the calculation of the deemed paid credit, the various foreign tax credit limitations, and the look-through and foreign-loss rules. We will address the anti-deferral provisions under Subpart F of the IRC, including the revised definitions of U.S. shareholder and controlled foreign corporation, the determination of the various types of subpart F inclusions, and the effect of partnership and disregarded entities on the application of these rules. We will then address the GILTI provisions and their interaction with both the subpart F and foreign tax credit provisions. Finally, we will consider the FDII rules and compare these rules to the GILTI provisions. This course should place the students on a solid path to a career in international tax in these very interesting times. Pre or co-requisite: Tax Aspects of International Business (recommended) -
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 952: Comparative VAT
This course considers the details of the world's leading Value Added Tax system, the E.U. VAT. Students should expect to acquire a good grounding in the major legal instruments of the community (regulations, directions and decisions) which have binding effect on the member states as well as the recommendations and opinions which do not. Case law will be considered primarily from the leading decisions of the European Court Justice, although an occasional decision or two from domestic courts will be included. Major developments in the E.U. VAT are expected to be covered, including: (1) the adoption of the "reverse charge" mechanism as a response to widespread carousel fraud, (2) the inclusion of a transfer pricing regime under Rationalization Directive, and (3) proposals for major changes in the place of supply rules in services and intangibles. There are no pre-requisites for this course. -
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. Prerequisite or corequisite: Federal Income Taxation I; Recommended: Tax Aspects of International Business -
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 956: Tax Court Practice
This course focuses how to effectively represent taxpayers before the United States Tax Court. The course begins with an introduction to the history, organization and jurisdiction of the Tax Court. Students will examine the procedural and strategic decisions arising in litigation of federal tax controversies before the Tax Court. The matters covered in the class include: choice of forum, pleadings, discovery, motions practice, pre-trial procedures, stipulations, settlement negotiations, trial procedures, trial, post-trial briefs and procedures, opinions, decisions and appeal. -
LAW TX 957: Comparative Income Taxation
This course considers different solutions adopted by nine industrialized countries (Australia, Canada, France, Germany, Japan, the Netherlands, Sweden, the United Kingdom, and the United States) to common problems in income tax design. It responds to the need for a broader understanding of the way that tax matters are handled in different countries as business transactions become increasingly global. The course presents a policy-focused overview of variant tax treatments in individual, business (corporate and partnership) and cross-border transactions. The intent is not to develop an expertise in any one, or any group of tax systems, but rather to provide a comparative knowledge base upon which a further, in-depth inquiry can be based.