Elective Courses

Fall Semester

  • Estate and Gift Taxation
  • Executive Compensation and Employee Benefits
  • State and Local Taxation
  • Subchapter S Corporations
  • Tax Exempt Organizations
  • Tax Procedure
  • Tax Treaties
  • United States Transfer Pricing

Spring Semester

  • Advanced International Corporate Tax Transactions and Planning
  • Consolidated Returns
  • Controlled Foreign Corporations
  • Corporate Reorganizations
  • Divisive Reorganizations and Separations
  • ERISA and Employee Benefits
  • Estate Planning
  • European Union Taxation
  • Income Taxation of Trusts and Estates
  • International Estate Planning
  • International Taxation of Partnerships
  • Investigation, Prosecution, and Defense of Tax Crimes
  • Tax Aspects of Private Equity Transactions
  • Tax Audits, Appeals, and Litigation
  • Taxation of Debt Instruments and other Financial Transactions
  • Taxation of Structured Real Estate Investment
  • Tax Colloquium
  • Tax Policy

Fall Semester Elective Course Descriptions

Estate and Gift Taxation (2 credits) This course 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 incorporation into these areas of emphasis of the major tax law changes which occurred in 2001. A major objective is to cover practical planning suggestions associated with these rules and to prepare the student for sophisticated courses in estate planning. Salti and Shier.

Executive Compensation and Employee Benefits (2 credits)
This course 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, golden parachute and other contractual arrangements, and perquisites 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 employees while minimizing the tax burden to each. Melbinger and Falk.

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. non-business income. Other topics that will be covered in the course include the imposition of sales and use taxes, the taxation of electronic commerce, and the taxation of LLC's and LLP's. Marcus and Hughes.

Tax Exempt Organizations (2 credits)
This course considers the exempt and taxable income of non-profit 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.  Hoopingarner and Patt.

Tax Procedure (2 credits)
This course 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.

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 United States 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. Tokic.

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. Young and Mimo.

Spring Semester Elective Course Descriptions

Advanced International Corporate Tax Problems (2 credits)
This course addresses a variety of international corporate tax issues, including (i) section 367 consequences of asset transfers to foreign corporations, (ii) section 7874 consequences of inversions transactions and certain internal group restructurings, (iii) analysis of treatment of foreign losses, including the rules governing overall foreign losses, foreign branch losses, and dual consolidated losses, and (iv) the interplay of certain Subchapter C and international tax provisions in the context of international tax planning for a U.S. multinational corporate group. Pencak.

Consolidated Returns (2 credits)
This course examines the laws 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; adjustments to group members; stock basis; intercompany transactions; unified loss rules; and treatment of group tax attributes.   Reading assignments will consist principally of selections from the consolidated return regulations, with class used to review problem sets relating to the assignments.  We will also review a sample tax allocation agreement and a purchase and sale agreement which apply the consolidated return rules to specific situations.  The course will emphasize principles that are either unique, or peculiarly adapted, to consolidated returns.  Coenen.

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 is explored in depth.  The tainted income rules and the impact on structuring active and passive CFC business income is 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. Pollack and Skubis-Weber.

Corporate Reorganizations (2 credits)

This course builds on the required Corporate Taxation course, exploring various corporate acquisition and restructuring transactions designed to qualify for total or partial tax-free treatment at the shareholder and corporate levels. The primary focus is upon mergers and other types of acquisitive reorganizations under section 368 and related provisions of the Internal Revenue Code, including the frequent application in this area of certain nonstatutory doctrines and principles. Rosenberg.

ERISA and Employee Benefits (2 credits)
This course introduces the student to employee benefit plans, with a focus on employer-sponsored retirement and healthcare plans.  The course also introduces students to the Employee Retirement Income Security Act (ERISA), the federal law that regulates non-governmental employee benefit plans in the United States.  Topics include tax rules related to qualified retirement plans, taxation of health plans (including the impact of the 2010 healthcare reform legislation, the Affordable Care Act), ERISA rules related to private investment funds, employee benefit matters in M&A, and ERISA fiduciary concerns related to pension investments and selection of 401(k) plan investment options. Renaud.

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. Kamin.

European Union Taxation (2 credits)

The objective of this course is to familiarize students with the tax rules developed at the European Union level concerning: (1) the current limits to their adoption taking into consideration the decision-making process (2) the main tax problems dealt by the European Union Court of Justice and the solutions implemented by the EU Member States (3) State Aids. A broad overview of both direct and indirect taxation will be given. Specific attention will be paid to some issues now under discussion, such as, tax transparency and whistleblowers, or green taxation and sustainable development. Grau Ruiz.

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. Whitlock.

International Estate Planning (2 credits)

Private client families increasingly have both domestic and foreign family relationships, business interests and investments. This course examines the federal income, gift, estate and generation-skipping transfer tax, compliance and property transfer aspects of gift, estate and charitable planning for individuals and trusts with cross-border connections. Readings include current articles by leading international estate planning practitioners and a guide to international estate planning drafting, compliance and administration. Topics covered include gift, estate, and generation-skipping transfer taxes, cross-border trusts and charities, treaties, conflicts of law, expatriation, compliance and due diligence, from a U.S. perspective. Students will develop a representative cross-border client gift and estate planning scenario, prepare a summary of an applicable estate tax treaty, develop and present a gift and estate plan for the cross-border client scenario and prepare a memo outlining the plan developed for the client. Students will learn both the technical aspects of planning for international clients and practical advisory skills. Heuer and Shier.

International Taxation of Partnerships (2 credits)
The use of partnerships and other tax-transparent entities has become a critically important component of international tax planning.  This course explores the complex and oftentimes uncertain interaction between the international provisions of the Internal Revenue Code and the partnership provisions of Subchapter K.  There is no unifying theory or approach, only an incomplete patchwork of provisions that attempt to integrate and coordinate these two areas of tax law.  Topics covered will include entity classifications; cross-border partnership formations; inbound and outbound operations through partnership structures; special allocations of foreign taxes and indirect foreign tax credits; PFICs, CFC partners and subpart F partnership blockers; and international partnership dispositions and alternative exit issues.  Weiss.

Investigation, Prosecution, and Defense of Tax Crimes (2 credits)
Understanding how tax crimes are investigated, prosecuted, and defended is important both for those who are interested in a white collar criminal practice and for all tax lawyers. Federal prosecutors and defense attorneys should understand the unique techniques and legal issues that arise in tax cases, and tax practitioners must be able to read the warning signs that a civil tax matter has or may become criminal and respond in a way that contains that risk rather than exacerbating it. Without an understanding of criminal tax rules and procedures, both defense attorneys and tax practitioners may endanger their clients and possibly themselves. This course will cover federal tax crimes and their frequent companions. We will study the substantive elements of the offenses and how they are investigated, prosecuted, and defended. Each class will center on a discussion of assigned problems designed to help students understand how the concepts covered in the readings apply in practice. Johnson-Ware and Vaidya.

Tax Aspects of Private Equity Transactions (2 credits)
This course will cover the Federal income tax issues commonly encountered when planning and negotiating transactions sponsored or financed by private equity funds.  The course will begin with a short overview of the structure and basic economics of private equity funds, and the tax profiles and sensitivities of their managers and investors.  The majority of the course will focus on the tax issues that arise when private equity funds make leveraged acquisitions of businesses operating as either corporations or partnerships.  Specific topics include (i) structuring the transaction to maximize the buyer's and seller's tax benefits; (ii) tax issues relating to acquisition financing; (iii) management equity compensation arrangements; and (iv) construction of sources-and-uses tables.  The final sessions will discuss how private equity funds generally exit their investments, including through sales and public offerings.

In each situation, we will discuss the varying, and sometimes conflicting, tax planning goals of buyers, sellers, financing parties and management participants, and the potential solutions or compromises for these conflicts.  As part of these discussions, we will review recent public transactions illustrating the issue discussed in class. Carew.

Tax Audits, Appeals, and Litigation (2 credits)
This course 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.  The audit preparation segment will consider the identification and preparation of technical issues likely to be raised by the Service in the audit, preservation of facts and documents, and preservation of the legal privileges of confidentiality.  The audit management segment will consider the Service's fact-gathering authority, responding to proposed adjustments in tax liability 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, the highest level of administrative appeal within the Service, including preparation of an effective protest and strategy for dealing with the Appeals Office.  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 fact and expert witnesses, the trial process, and appellate review of an adverse decision of the trial court or appeals court.  All segments of the course will consider strategies and explore the pros and cons of the various alternative and early dispute resolution procedures that are available to the parties, including private letter rulings, advance pricing agreements, pre-filing agreements, compliance assurance process (CAP), limited issue focus exam (LIFE), technical advice, competent authority relief under income tax treaties, "fast track," early referral to appeals, rapid appeals process (RAP), mediation, and arbitration. Aland.

Taxation of Debt Instruments and Other Financial Transactions (2 credits)

This course provides a basic background in tax issues with respect to financial transactions, with special attention to tax issues that arise with respect to debt transactions. The course will address the accrual of interest income and expense with respect to debt issuances, including the application of the original issue discount rules.  This coverage will include an analysis of the various interest limitations that can apply to defer or disallow interest deductions in certain circumstances. The course will also cover the tax consequences of hedging transactions in the context of debt instruments.  In addition, the course will cover the tax consequences that arise when a loan becomes distressed from the standpoint of both the debtor and the creditor.  This coverage will include accounting for interest on distressed debt, bad debt deductions, contributing debt to capital, and cancellation of debt income. Finally, the course will address various monetization and hedging structures that are common in the marketplace. Larkins and Eltaki.

Taxation of Structured Real Estate Investments (2 credits)
This course is an in-depth study of tax laws, concepts and issues that are fundamental and particular to structured real estate transactions. The primary topics include:  a comparison of the various structures used for the ownership of, and investment in, real estate; a review of certain section1031 like-kind exchange driven real estate structures, including tenant-in-common (TIC) and Delaware Statutory Trust (DST) structures; alternative financing techniques such as sale-leaseback transactions and section 467 prepaid master lease structures; Real Estate Investment Trusts (REITs), including: Up-REIT, Down-REIT, and Domestically Controlled REIT structures and the use of private REITs in real estate private equity structures; and the use of various finance structures, including REMICs.  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 practicing in the structured real estate transactions industry. Cullen, Matejcak and Gong.


Related Links

Fall Course Schedule (pdf)
Spring Course Schedule (pdf)