This course follows Corporate and Partnership Tax. The principal focus is on taxable and nontaxable acquisitions of a corporate business. The first part of the course focuses on taxable asset sales and stock sales; the second part explores and analyzes the detailed statutory and common law requirements with respect to "non-taxable" acquisitive reorganizations (mergers, stock/asset acquisitions), "nontaxable" divisive reorganizations (spinoffs, split-offs, split-ups) and other nontaxable corporate adjustments (recapitalizations, reincorporations). Please note: Corporate and Partnership Tax is a pre-requisite for this course.(Kwall)
Partnerships continue to be a favored form for conducting business because of their flexibility and flow through status for tax purposes. Partnership taxation presents complex issues which if dealt with appropriately can make a significant economic difference for their owners. This course examines a variety of advanced partnership taxation topics required of an attorney providing tax advise including entity classification, drafting and understanding of income allocations under § 704(b) and (c), allocation of partnership liabilities, disguised sales and other gain deferral and triggering provisions, sale and acquisition of partnership interests, and other topics, including treatment of distressed partnership, if time permits. (C. Boyer)
This course is intended to follow Federal Income Tax. It focuses on the income tax consequences associated with the three principal business forms: the corporation, the partnership, and the limited liability company. The tax issues confronted at the start-up, operating and winding-down phases are examined for each business form. Prerequisite: Federal Income Tax (mandatory); Corporations is recommended. (Kwall)
This course examines the various ways companies provide compensation and benefits to employees, including retirement plans, health and medical plans, executive compensation, stock options and other equity compensation arrangements. This course will analyze the tax, ERISA, corporate, labor, bankruptcy, and securities issues as they relate to both the employee and the employer, and will focus on the various issues an attorney should consider when designing compensation and benefit plans or advising a client in the context of employee benefits litigation or corporate acquisitions and divestitures. (Falk)
This seminar attempts to simulate the day-to-day practice of an estate planner. The topics range from the initial client interview to the formulation of sophisticated estate plans for those with substantial property, such as a successful business. The goal is to provide exposure to a broad range of client situations with supervised formulation and implementation of estate plans. Students generally work in teams of two or three and submit several drafting assignments throughout the semester. Pre-requisite: Estate and Gift Tax; Estates is highly recommended. (Buccino, Fuechtman, Herte, Rhodes)
The course examines the basic components of the federal transfer tax system estate tax, gift tax and generation skipping tax, as well as their interrelationship. The course emphasizes the current structure of the federal transfer tax system and includes suggestions for revision. Students who intend to take Estate Planning must complete this course. Federal Income Tax is a prerequisite. (Rhodes)
This course introduces and analyzes the basic concepts underlying the law of federal income taxation. Topics include gross income, identification of the taxpayer, deductions, and timing of income, characterization and recognition. These concepts are developed through the study of the Internal Revenue Code, Treasury Regulations and case law. Students who might be interested in pursuing the Tax Certificate MUST take this course in the Fall of their 2nd year. (Brunson, Duhl, Kwall, Rhodes)
The purpose of the Federal Tax Clinic is to educate the student in the practice and procedures of federal tax law and dispute resolution before the Internal Revenue Service (IRS) and the United States Tax Court. The tax clinic is neither exclusively a "skills center" nor a "theory center." Instead, all the numerous components of tax law practice are integrated in the curriculum of both classroom study and legal practice with actual clients. Some of the subjects include client interviewing and counseling, negotiations, and tax litigation. Students handle cases at the IRS and Tax Court level on a clinical basis and, with the clinic attorneys, prepare all appropriate written responses to the IRS, prepare Tax Court petitions, and litigate tax cases. Federal Income Tax is a prerequisite, and Tax Audits, Procedure and Ethics is recommended. (Novy)
The purpose of the Federal Tax Clinic is to educate the student in the practice and procedures of federal tax law and dispute resolution before the Internal Revenue Service (IRS) and the United States Tax Court. Federal Tax Clinic II affords students from the tax clinic the opportunity to carry their cases through to completion. It is more independent and sophisticated than tax clinic I. Students continue to develop the skills that they learned in tax clinic I, including client interviewing, negotiations, tax litigation, correspondence with the IRS, and preparation of petitions to Tax Court. Federal Income Tax and Tax Clinic I are prerequisites.
Prerequisite: Federal Income Tax. This course focuses on U.S. income tax issues with respect to the foreign activities of U.S. taxpayers and U.S. activities of foreign taxpayers. Particular emphasis is placed on the corporate taxpayer. Foreign tax systems are not addressed specifically except to highlight differences from the U.S. system. Specific topics include the foreign tax credit, sourcing rules, the "effectively connected" doctrine, the concept of trade or business in the U.S. Code section 482 allocations, subpart F income, and tax treaties. (Brunson)
Open to: LL.M. students only. This course is intended for those students interested in sharpening their tax legal research skills. In addition to reviewing basic tax research, the course covers federal legislative history, administrative research, tax looseleaf services, and other specialized tax research sources, using both traditional materials and computerized resources when appropriate such as the online versions of CCH and RIA. The student is expected to complete a series of weekly library exercises. (Johnson)
Open to: LL.M. students only. The purposes of this seminar are to develop federal tax research skills, to refine analytical abilities previously developed in earlier federal tax and other law courses, and to improve the legal writing skills of students nearing graduation. The primary goal is to prepare a manuscript of publishable quality with respect to a particular substantive issue in the federal tax field. Students submit an outline and multiple drafts at designated points during the semester and make a presentation at the end. (Kwall)
State and Local tax revenues exceeded half a Trillion dollars in 2000; this is more than twice the amount of revenue that the U.S. Government collected in both corporate income tax and estate and gift tax. This course introduces the constitutional and statutory framework of state and local taxation in the United States. Beginning with an examination of the current constitutional issues involved in the taxation of multistate taxpayers, the course will explore the legal issues that arise from the various methods of dividing corporate income among the states. The principles surrounding sales and use taxes will also be examined in detail. As time permits, this course will also explore the other principal types of taxes imposed by states and localities: franchise taxes, value added taxes, real property taxes, personal income taxes, and death taxes. (Prerequisite: Corporate and Partnership Tax) (Cesaretti)
This course covers procedures and strategies for representing clients and resolving Federal civil tax controversies arising from Internal Revenue Service audits and appeals, including litigation. The course also includes a discussion of tax penalty provisions and the ethical issues faced by advisors in structuring tax motivated transactions and resolving tax controversies. (Duhl)
This course offers students the opportunity for a hands-on approach to developing their skills and knowledge of the procedures and dispute resolution strategies involved in federal tax controversies. This intensive course will offer experience with pre-controversy planning techniques such as: pre-filing motions, conflict resolution with the IRS through both examination and appeals, and preparing for tax court litigation. Students will be engaged in a series of real-time scenarios for identifying issues, drafting responses and preparing memos related to both corporate and individual tax disputes.
Experienced tax attorneys will guide students through a series of mock procedures and interactions with the IRS, and assist the students in developing and improving their analytical and writing skills. Through a mix of panel presentations and guests lectures, students will gain an understanding of the types of challenges that can arise in the day-to-day world of tax controversy from the perspectives of the tax attorneys and IRS compliance and enforcement specialists.
CAPSTONE COURSE – SUCCESSION PLANNING FOR THE FAMILY BUSINESS
PROFS. RHODES AND KWALL
This Capstone Course is limited to twelve, 3Ls who have completed Estate & Gift Tax and Advanced Corporate Tax. For the first half of the semester, the capstone students will be part of the Estate Planning class taught by Prof. Rhodes during which time they will learn the fundamentals of estate planning. After spring break, the Capstone students will have their own specialized classes co-taught by Professors Kwall and Rhodes that focus on family business planning.
The Capstone Course is intended to serve as a “bridge to practice” for future lawyers representing entrepreneurs of successful multi-generation, family-owned businesses. These clients expect to be serviced by a lead professional who can integrate business, income tax, and estate planning objectives. Although the Tax Certificate program offers a rich curriculum in income tax and estate tax, these courses only provide the building blocks to comprehensive planning. This Capstone Course is designed to equip students with the integrative understanding necessary to meet the demands of the mature entrepreneur who will expect his/her business planning, retirement planning, and death planning to be led by a lawyer with foresight, judgment and a big picture perspective.
The Capstone Course students will focus on a case study that raises a myriad of income tax and estate planning issues. Students will diagnose and analyze existing tax problems and develop a variety of options including a transfer of the business to a younger generation, a sale of the business to unrelated parties, or a reorganization of the business. The students will work in teams and each team will be expected to produce a detailed planning outline explaining the problems, alternative solutions and the issues they present that can be used to educate the client and develop a course of action. There will not be a final exam. As to grading, 50% will be based on the first half of the semester and 50% will be based on the second half of the semester.