Elective Courses

Fall Semester

Selected Kellogg Courses

Spring Semester

(View the course schedule (pdf))

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.
[ back to top ]

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. Montgomery.
[ back to top ]

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.
[ back to top ]

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.
[ back to top ]

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.
[ back to top ]

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.
[ back to top ]

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.
[ back to top ]

Criminal Tax (2 credits)
Description coming soon. Johnson.
[ back to top ]

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.
[ back to top ]

S Corporations (2 credits)
This course provides in-depth consideration of the special federal income tax “pass-through” regime applicable to corporations governed by subchapter S of the Internal Revenue Code. Areas covered include: eligible shareholders; procedural aspects of S elections; second class of stock prohibition; shareholder-level treatment of corporate income, losses and distributions; corporate-level taxation of certain built-in gains and passive income; use of disregarded subsidiaries; termination of S status; acquisitions involving S corporations; and interface with Code provisions applicable to regular “C” corporations. Beller.
[ back to top ]

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. Cameron.
[ back to top ]

Controlled Foreign Corporations (2 credits)
This course examines the practical business, transactional, and tax policy implications of three major areas of U.S. international tax — foreign entity classification for tax purposes, the contours of the controlled foreign corporation anti-deferral regime, and the role of the foreign tax credit in such settings. It initially addresses the check-the-box elective foreign entity classification rules and the impact they have had on international tax planning. The ability to select disregarded entity status for purposes of the United States while at the same time treat the entity in the foreign jurisdictions as a separate entity and vice versa has presented tax practitioners with a multitude of planning possibilities. Thereafter the intricacies of classification as a controlled foreign corporation (CFC) and the imputation of certain tainted income that may flow from such classification are explored in depth. The tainted income rules and the impact on structuring active and passive CFC business income are studied in detail. Finally, the impact of both the direct and indirect foreign tax credit on the residual U.S. taxation of CFC earnings is taken into account and the limitations on the foreign tax credit and selected planning strategies are explored. Postlewaite and Quirke.
[ back to top ]

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.
[ back to top ]

European Business and Tax Law (2 credits)
The course will provide an introduction to both the business and tax issues that arise under EU law. It will begin with an overview of European Union institutions and law and then consider the impact of EU law on the domestic tax law of the EU Member States. Significant attention will be paid to the general freedom-of-movement and nondiscrimination rules in the Treaty on the Functioning of the European Union (TFEU) as well as the various EU Directives in the tax area, including the Parent-Subsidiary, Merger, and Interest-Royalty Directives. Attention will also be paid to the case law of the Court of Justice of the EU regarding the application of the free movement and nondiscrimination provisions of the TFEU to cross-border income tax issues. Cameron and Fiebig.
[ back to top ]

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).
[ back to top ]

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.
[ back to top ]

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.
[ back to top ]

Corporate Reorganizations (2 credits)
Description coming soon. Crane.
[ back to top ]

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. To be determined.
[ back to top ]

Bankruptcy Taxation (2 credits)
This course provides a basic background in tax issues that affect troubled companies, with special attention to tax issues that arise under the Bankruptcy Code. The course will emphasize the tax consequences that can flow from transactions while a case is pending under Title 11 or when a taxpayer engages in an insolvency workout. Additionally, the course will cover the treatment of tax claims in bankruptcy and the litigation of tax liabilities in bankruptcy court. The course will primarily focus on corporations in bankruptcy under Chapter 11 although there will be some discussion of the tax effects on individuals and partnerships. Specific topics to be covered include modifying debt and its consequences, the exclusion for discharge of indebtedness income, taxable versus tax-free reorganizations of companies in bankruptcy, special net operating loss change in ownership rules, and certain related consolidated return considerations. Maynes.
[ back to top ]

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. Kamin, Opferman and Redd.
[ back to top ]

ERISA and Employee Benefits (2 credits)
Description coming soon. Renaud.
[ back to top ]

International Estate Planning (2 credits)
This course will examine the transfer tax, income tax, and property law issues applicable to non-resident alien individuals investing in, or residing in, the United States, and of United States persons investing or residing abroad, including residence, domicile, and situs issues; challenges faced by multi-country estates and multi-national families; expatriation and immigration issues; the income tax rules on the residence of trusts; the income taxation of foreign trusts and their beneficiaries; grantor trust rules applying to foreign and United States grantors; a comparison of trusts to comparable non-trust entities; the application of bilateral tax treaties to the nomadic client; wealth transfer planning strategies for inbound and outbound clients. Jenson and Stone.
[ back to top ]

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.
[ back to top ]

Taxation of Real Estate Investment (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.
[ back to top ]

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). To be determined.
[ back to top ]

Entrepreneurship Law 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. Barron and Reed.

Note:Registration for this course requires the approval of the instructors and the Associate Director of the Tax Program.
[ back to top ]

Selected Kellogg Courses

Accounting for Decision Making (2 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.
[ back to top ]

Finance I (2 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.
[ back to top ]

Mathematical Methods of Management Decisions (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
[ back to top ]

Related Links

Tax Faculty | Required Courses | Elective Courses | Course Schedule (pdf)