Access Restricted to Northwestern Law CommunityElective Courses
FALL SEMESTER ELECTIVE COURSES
Estate and Gift Taxation (2
credits)
Analyzes the rules of federal estate, gift, and generation-skipping taxation
that affect transfers of property during life and at death. Among the topics
addressed are the definition and determination of taxable gifts, exclusions,
and deductions; determination of the taxable estate of a decedent, including
problems with lifetime transfers which are still included in the decedent's
estate; valuation and basis issues; deductions from the taxable estate, including
the marital and charitable deductions; and the implications of the major
tax law changes which occurred in 2001 into these areas of emphasis. A major
objective is to cover practical planning suggestions associated with these
rules and to prepare the student for sophisticated courses in estate planning. Shier.
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Executive Compensation
and Employee Benefits (2
credits)
Analyzes the manifold forms of compensation and benefits employers provide
to their executives and employees and the tax consequences of each to both
the employer and employee. Among the topics addressed are stock options, restricted
stock, phantom stock, and other forms of equity-based compensation for public,
private, and tax-exempt employers; qualified and non-qualified retirement plans;
life, health, disability and other insurance-based compensation programs; golden
parachute and other contractual arrangements; perquisites and fringe benefits
provided to employees; and compensation and benefits issues in bankruptcy,
mergers, and acquisitions, and for multinational employers. Students will explore
design strategies that achieve the objectives of the employer and employee,
while minimizing the tax burden to each. Melbinger.
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Tax Ethics, Opinions, and Penalties (2
credits)
Considers the ethical issues faced by advisors in structuring tax-motivated
transactions, resolving tax controversies with the Internal Revenue Service,
and representing tax fraud defendants. These issues will be studied in the
context of the relevant professional rules of legal ethics, administrative
rules governing practice before the Internal Revenue Service, and statutory
penalties applicable to taxpayers lacking adequate support for their positions.
Particular emphasis will be given to the interplay of these rules with the
process and relevance of issuing a professional opinion. Harris.
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Tax Exempt Organizations (2
credits)
Considers the exempt and taxable income of nonprofit organizations such as
educational institutions, health care organizations, and trade associations;
qualification for and retention of tax-exempt status; the unrelated business
income tax; the prohibition on private inurement and the restrictions on
lobbying and political campaign activities; intermediate sanctions; and the
tax treatment of private foundations. Golden.
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Tax Procedure (2
credits)
Considers the procedural issues encountered in tax cases at the administrative
level and at the start of litigation, including the structure of the Internal
Revenue Service, filing requirements, statutes of limitation, mitigation
provisions, interest calculations, civil penalties, audit procedures, deficiency
notices, choice of forum, administrative protests, closing and compromise
agreements, claims for refund, and tax liens and collection mechanisms. Comeau.
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Tax Policy (2 credits)
This seminar examines various topics in federal income tax policy, both as
they have led to the existing structure of the Internal Revenue Code and
as they continue to shape its development. Particular attention is given
to the impact of current legislative, administrative, and judicial procedures
on the structure and workability of the resulting law. To allow discussion
of this interaction, materials dealing with federal income tax procedures
(including the jurisdiction of the several federal courts over taxation questions,
Internal Revenue Service Procedures, and the development of legislative history
and the political process generally) will be covered (this course is also
open to JD students with permission from the Director of the Tax Program). Staudt.
SPRING SEMESTER ELECTIVE COURSES
Tax Treaties (2
credits)
This course provides an in-depth examination of tax treaties and their role as
the principal source of international law governing the tax treatment of cross-border
transactions. After a review of some of the basic principles of international
tax law, the course will focus on a detailed analysis of the OECD and the U.S.
Model Income Tax Treaties. The course also examines the policy objectives and
processes of the United States and other countries in negotiating and concluding
tax treaties. The interpretation of tax treaties and the legal status of tax
treaties in the United States and other countries are also compared. TBD.
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U.S. Transfer Pricing (2 credits)
Structuring transactions among related parties operating in an international context provides opportunities for tax planning through the shifting of income to low-tax jurisdictions. Section 482 of the Code is the primary mean through which the federal government limits tax avoidance by requiring that the pricing of such transactions for tax purposes reflect the prices that would result if the parties were operating at arm's length. This course will examine the principal aspects of transfer pricing, focusing on the relevant statutory, regulatory, treaty, and case law, and will consider the historical and conceptual basis of the current system. Economic and tax accounting aspects of transfer pricing will be discussed along with the practical application of different transfer pricing methodologies. The course will also consider the administrative aspects of transfer pricing, including IRS examinations, APA procedures, and competent authority procedures. Guest speakers will provide students with their insights into real-world examples of transfer pricing studies, documentation, and controversies. Cameron.
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Advanced International
Corporate Tax Transactions (2
credits)
This course addresses a variety of international corporate tax issues, including
(i) taxable corporate stock acquisitions involving foreign target companies
or foreign acquiring companies, (ii) analysis of treatment of foreign losses,
including the rules governing overall foreign losses, foreign branch losses
and dual consolidated losses, (iii) tax treatment of transactions in foreign
currencies, and (iv) the rules governing export subsidies. Surdell, Pencak,
and Voortman.
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Advanced Research and
Writing on Tax Issues (2 credits)
This course allows students to receive credit for researching and writing an
article on a tax topic for submission to an academic journal. Prior to registration,
each student must present a topic to one of the members of the full-time tax
faculty and receive his or her agreement to supervise the student’s project.
Credit for the course requires a completed manuscript of the article and approval
by the faculty supervisor and one other member of the full-time tax faculty.
Graded on a pass-fail basis. Full-Time Tax Faculty.
(Beller, Brennan,
Cameron,
Crane, Postlewaite,
and Wootton).
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Tax Audits, Appeals, and Litigation (2
credits)
This course builds on the materials considered in Tax Procedure and considers
the role of the attorney in effectively representing a client in the four
stages of dealing with the Internal Revenue Service--audit preparation, audit
management, administrative appeals, and litigation. For example, the audit
preparation segment will consider the identification and preparation of technical
issues, preservation of facts and documents, and preservation of the privileges
of confidentiality. The audit management segment will consider the Service’s
fact-gathering authority, responding to proposed adjustments raised by the
Service, procedures and strategies for dealing with the Service, requesting
competent authority relief, and achieving finality for settled issues. The
administrative appeals segment will consider the procedures and strategies
available to the taxpayer to present its position to the Service’s
Appeals Office, including preparation of an effective protest. Finally, the
litigation segment will consider the litigation process from beginning to
end, including choice of the best litigation forum, the discovery process,
the selection and use of expert witnesses, the trial process, and appellate
review of an adverse decision of the trial court. All segments of the course
will explore the pros and cons of the various alternative and early dispute
resolution procedures that are available to the parties, including private
letter rulings, technical advice, “fast track,” early referral
to Appeals, mediation and arbitration. Aland.
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Corporate Spinoffs and Other Divisive Reorganizations (2 credits)
This course focuses on corporate spin-offs and other transactions designed to qualify for tax-free treatment under section 355 of the Internal Revenue Code, including: in-depth consideration of statutory and regulatory requirements; impact of pre- and post-spin transactions; IRS ruling procedures and policies; roles of outside tax counsel; and examination of actual public company transactions. Students will participate in the drafting of ruling requests, opinion letters, and other documentation associated with such transactions. Beller.
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Consolidated Returns (2 credits)
This course examines the law and regulations governing the taxation of corporations filing consolidated federal income tax returns and includes a review of the following subjects: eligibility to file consolidated returns; treatment of business transactions within the group; treatment of dividends and other distributions within the group; adjustments to the basis of stock of members of the group; treatment of acquisitions of another consolidated group; treatment of dispositions of subsidiaries of a group; consolidated return treatment of the group's favorable tax attributes; use of disregarded entities by a consolidated group; and treatment of earnings and profits accounts. This course is highly recommended for students who intend to practice corporate tax law because it will focus on consolidated return principles that affect corporate tax planning, mergers and acquisitions. Banks-Golub.
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Estate Planning (2 credits)
This course will cover the estate planning techniques used by sophisticated
tax practitioners to reduce or eliminate the transfer tax burden of transferring
wealth. Subjects covered include planning for the marital deduction; use
of the gift, estate, and generation-skipping transfer tax exemptions; annual
exclusion and other lifetime gifts; planning for IRAs and other retirement
benefits; use of family limited partnerships and limited liability companies;
grantor retained annuity trusts; sales to grantor trusts; private annuities
and self-cancelling installment notes; personal residence trust; and charitable
lead and remainder trusts. A rigorous examination of the efficacy of these
techniques and a comparison of the costs and benefits will be an integral
part of this course. Current developments and ethical issues will also be
carefully considered. Prerequisite: Estate and Gift Tax. Opferman
and Redd.
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Income Taxation of Trusts and Estates (2 credits)
This course examines the rules of federal income taxation of trusts and their beneficiaries and grantors and decedent's estates. It covers the rules found in Subchapter J, Sections 641 through 691, of the Internal Revenue Code. Among the topics addressed will be the quasi-conduit regime of Subchapter J, simple and complex trusts, tax treatment of grantor trusts, income in respect of a decedent, and the special rules for trusts eligible to own S corporation stock, grantor retained annuity trusts, unitrusts, and split-interest charitable trusts. Sample problems illustrating the application of these rules will be used, and planning suggestions and practical considerations will be discussed. Kamin.
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State and Local Taxation (2
credits)
The course addresses the imposition of a variety of state and local taxes including
corporate net income taxes, franchise/capital stock taxes, sales and use
taxes, and gross receipts taxes. Topics with respect to corporate net income
taxes include the imposition of net income taxes and the Federal statutory
and Constitutional limitations thereon, the calculation of the tax base,
the unitary business principle, allocation and apportionment, and business
vs. nonbusiness income. Other topics that will be covered in the course include
the imposition of sales and use taxes, the tax implications of the deregulation
of utilities, the taxation of electronic commerce, and the taxation of LLC's
and LLP's. Marcus.
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Taxation of Financial Derivatives (2
credits)
This course will provide a student with a comprehensive framework for analyzing
the tax issues with respect to financial products and derivatives. The class
will explore the theoretical underpinnings of these products, with a view
to understanding how they are woven from the overall body of tax law, including
the Code, Treasury Regulations, and case law. Emphasis will be placed on
developing analytical tax skills so that students can better understand the
interplay between the broad array of anti-abuse rules, elections, and identifications
that make up the hodgepodge of tax rules governing the taxation of financial
products. Additionally, there will be an in-depth study of popular financial
products (including § 1256 contracts, forward contracts, options, swaps,
and caps) and those currently offered in the marketplace, as well as a focus
on mandatory and elective mark-to-market rules, the constructive sale rules,
the straddle rules, wash sale and short sale rules, and the tax rules applicable
to foreign currency transactions (including currency hedging). Kramer and
Aquilino.
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Taxation of Real Estate (2 credits)
This course is an in-depth study of tax laws, concepts and issues that are fundamental and particular to real estate investment. The primary topics are gain deferral (like-kind exchanges, conversions and rollovers), comparison and choice of legal entities and tax regimes, Real Estate Investment Trusts (REITs), Real Estate Mortgage Investment Conduits (REMICs), taxation of foreign investors (FIRPTA) and tax-exempt investors (UBIT), and various state and local tax issues. This course is practice oriented, designed to prepare students and practitioners to identify, discuss and evaluate fundamental and current tax issues which are regularly confronted by lawyers representing owners, investors and lenders in the real estate industry. Selig.
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Colloquium: Advanced Topics
in Taxation (2-3 credits)
This seminar will bring together outside scholars, resident faculty, and Northwestern Law students for an exchange of views about cutting-edge research on tax policy, principally at the federal level. Every second week, a workshop will be held at which a leading scholar will present a paper growing out of his or her research on a tax topic or proposal that has policy implications. These workshops will be attended by members of the faculty of the Law School, faculty from other schools and departments within and without Northwestern, and interested students. On weeks when there is no outside speaker, the seminar will meet to review the previous week's workshop and discuss the following week's paper. Students are required to write short critiques of each paper (which will be circulated before the first discussion of that paper). Students may choose to complete a longer paper, which may grow out of the shorter papers, appropriate for either the one draft or the three draft JD writing requirement. Brennan and Crane.
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Small Business Opportunity Center (2 credits)
This is an intensive clinical experience under the direct supervision of clinical faculty. It involves the actual, hands-on representation of entrepreneurs, start-ups and not-for-profit organizations. The student will gain practical experience meeting with clients, identifying and prioritizing legal problems, finding solutions and taking whatever actions or drafting whatever documents may be required to assist the client in meeting his or her business objectives.
Issues most frequently encountered include choice of entity, entity formation, trade name and trademark searches, stockholder agreements, review of leases, franchise agreements and other contracts, and analysis of tax and regulatory matters. The student also gains experience in billing clients and basic aspects of law office administration.
Method of instruction: The student and faculty work together on the legal problems of real business clients. Meetings with clients take place, the work is done and client and administrative files are maintained in the Law School complex. Each student will normally work with at least three clients during the semester, and approximately 50 per cent of all clients will be women or members of minority groups. Weekly class sessions will be held during which there will be presentations on current client projects, skill development, and legal issues affecting entrepreneurs. Morsch, Barron, and Reed.
Note:Registration for this course requires the approval of the instructors and the Associate Director of the Tax Program.
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SELECTED KELLOGG COURSES
Accounting for Decision
Making (Fall and winter
quarter - 3 quarter/2 semester credits)
This course is designed to acquaint students with the process used to construct
the financial reports of an organization. The objective is to understand the
decisions that must be made in the financial reporting process and to develop
the ability to evaluate and use accounting data. Emphasis is placed on understanding
the breadth of accounting measurement practices and on being able to make the
adjustments necessary for careful analysis. The course highlights the linkages
between accounting information and management planning, decision-making, and
control. This course meets on the ten-week quarter session. Kellogg Professor.
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Finance I (Fall and
winter quarter - 3 quarter/2 semester credits)
This course studies the effects of time and uncertainty on decision-making.
Topics include basic discounting techniques, stock and bond valuation, capital
budgeting under certainty and uncertainty, asset pricing models, and efficient
markets. This course meets on the ten-week quarter session. Kellogg Professor.
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Mathematical Methods of Management
Decisions (Fall quarter only - 3 quarter/2 semester credits)
The basic concepts and tools of probability and statistics are introduced in
this course. The first part covers sample spaces, elementary probability laws,
probability revision, and decision trees. Probability distributions, measures
of central tendency and dispersion, and correlation are covered in the second
part. The last part of the course introduces the statistical notions of point
estimation, interval estimation, and hypothesis testing. This course meets
on the ten-week quarter session.
Kellogg Professor
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Mergers and Acquisitions (Fall
quarter only - 3 quarter/2 semester credits)
The primary objective of this course is to integrate the accounting, economic,
financial, and legal aspects of mergers and acquisitions and is designed
to prepare business and law practitioners for their future collaborations
in the merger and acquisitions fields. The primary topics covered by the
course include the economics of mergers and acquisitions and the role they
play in a modern economy in which ownership of productive assets is separated
from control over those assets; the securities law and anti-trust regulation
of mergers, tender offers, insider trading, and stock ownership; the financial
reporting issues in mergers and acquisitions, including purchase accounting
and pooling-of-interest accounting; tax implications of alternate deal structures
for the buying corporation, the selling corporation, and the selling shareholders,
including an understanding of their value implications; the valuation of
take-over targets; the consequences of mergers and acquisitions on the stock
prices of buying and selling corporations; the legal and economic aspects
of take-over defense strategies for both hostile and friendly acquisitions,
their chances of success, and consequences for shareholder wealth; and the
economic and legal considerations in structuring take-over offers. This course
meets on the ten-week quarter session. Kellogg Professor.
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Related Links
Tax Faculty | Required Courses | Elective Courses | Course Schedule (pdf)
