BUSINESS PLANNING (CORP9130)
3 credits. Seminar.
Prerequisites: Business Associations, Federal Income Taxation.

This course analyzes basic factors to be considered in the organization, finance and operation of business ventures, combining concepts of partnership, limited liability company and corporate law, finance, securities law and taxation.  The course will focus on four primary areas: formation and capitalization of the enterprise; distribution of earnings and assets; business combinations; and dissolution. In addition to traditional teaching methods, the course involves problem-solving and simulated negotiation sessions, followed by the drafting of definitive agreements.  Significant emphasis will be placed on federal and state tax issues affecting business planning decisions.  Fundamental principles of entity-level and pass-through taxation will be discussed.

COMPARATIVE INCOME TAXATION (INTL9610)
2 or 3 credits. Seminar.
Prerequisite: Federal Income Taxation.

This seminar compares selected aspects of income taxation in the United States with several countries in the European Union, Australia, Canada, and Japan. Topics to be investigated will heavily concentrate on the taxation on international transactions including the taxation of residents, nonresidents, and selected treaty issues such a treaty interpretation and non-discrimination rules. Other topics may be covered based on student interest. The seminar also examines the development of European tax law.

CONSTITUTIONAL LIMITS ON STATE AND LOCAL TAXATION (TAXN7118)
2 credits. Lecture.
Prerequisite:  Federal Income Taxation.

This course examines the principal features of the most commonly used types of state and local taxes including property taxes, sales and use taxes, income taxes, etc.  It will do so by studying the general features of the more common types of taxes used in American jurisdictions.  The course will also study federal constitutional limits on state and local taxes as well as the recent decisions regarding the retroactive or non-retroactive effect of decisions invalidating a state tax on federal constitutional grounds.

CORPORATE TAXATION (TAXN7113)
4 credits. Lecture.
Prerequisite: Federal Income Taxation.

This course studies the federal income taxation of corporations and shareholders, including: a detailed examination of the tax problems arising on incorporation; distributions to shareholders; redemptions of stock and liquidation; the Subchapter S corporation, and corporate reorganizations.

ELDER LAW: FINANCIAL ASPECTS (PROP7710)
2 credits. Lecture.
Recommended: Estates and Trusts.

Estate planning for the aged and incapacitated; financial and contextual needs; planning for custodial healthcare costs; custodial care insurance; Medicaid and general assistance: resource and income limits, spousal impoverishment, support rights, transfer of assets and transfer penalties; planning strategies to protect assets: planned divestment to children or other third parties, spend-down of resources, income elections and assignment, and use of Medicaid qualifying trusts.

ESTATE PLANNING AND DRAFTING (TAXN8115)
2 credits. Lecture.
Prerequisites: Estates and Trusts

Students will focus on the lawyer in an office practice and as counselor in the family community. Development of drafting skills will be emphasized in short drafting assignments throughout the semester. The course will cover the lawyer's ethical responsibilities, planning and drafting for wealth transfers by will and the alternatives, including gifting inter vivos, and drafting for beneficiary protection and to minimize gift, estate and generation-skipping taxes.  

FEDERAL INCOME TAXATION (TAXN7112)
Second year day or third year evening. 3 credits. Lecture.

This course provides a general introduction to the federal income tax, emphasizing the taxation of individuals.  Topics include the history, structure and methodology for interpreting the Internal Revenue Code, as well as fundamental concepts of tax policy.  Basic concepts explored include:  gross income; deductions; exclusions from income; credits; deferment of income; and capital gains and losses.

INCOME TAXATION OF TRUSTS AND ESTATES (TAXN8113)
2 credits. Seminar.
Prerequisite: Federal Income Taxation.

Like other entities, estates and trusts must pay federal income tax. This seminar considers the taxation of estate and trust income, including what constitutes income, deductions, and those responsible for the tax. The focus is on the rules governing the income taxation of estates and trusts, Subchapter J of the Internal Revenue Code.

INTERNATIONAL TAX PLANNING (TAXN8120)
2 credits. Course.
Prerequisite: Federal Income Tax.

This course considers the basic principles and policies governing the U.S. taxation of international transactions using a problem-oriented approach. Students analyze various problems from the perspective of an attorney responsible for advising American individuals and corporations earning income abroad, as well as from the perspective of foreign interests that receive income from U.S. sources.  Guest international tax practitioners will discuss the practical and policy implications of international taxation.

NON-PROFIT ORGANIZATIONS (HLTH9519)
2 or 3 credits. Seminar.

This seminar examines state corporate law and the state and federal laws governing the taxation of non-profit health care organizations. It addresses issues of public charity, unrelated business income and private foundation status as they relate to corporate restructuring, financing and joint ventures.

NON-PROFIT ORGANIZATIONS (TAXN9111)
2 or 3 credits. Seminar.
Prerequisite:  Federal Income Taxation.

This seminar examines federal and state tax and non-tax aspects of non-profit organizations, both for public charities and private foundations.  It explores the rationales for and the historic role of nonprofit organizations.  The course addresses the possible choices of legal form of nonprofit entities, as well as the  special purposes and powers of nonprofit institutions.  The course also considers legal restrictions, both tax and non-tax, imposed on nonprofit organizations.  Constitutional law considerations are addressed where important.  The course considers the governance responsibilities imposed by law on nonprofit organizations' governing bodies and decision-makers.  As current events warrant, timely topics impacting nonprofit organizations will be discussed.

PENSION AND PROFIT SHARING PLANS (LABR8105)
2 credits. Lecture.
Prerequisite: Federal Income Taxation.

This course studies: tax qualified and non-qualified employee benefits in the context of ERISA; forms of employee benefits plans, their administration and termination; and the enforcement of participants' rights. The course also addresses planning aspects of deferred compensation.

TAX POLICY (TAXN9114)
2 credits. Lecture.
Prerequisite: Federal Income Taxation.

This course examines some of the major theoretical issues that should influence the design of tax policy. Topics explored include the principal goals of a good tax policy, horizontal equity (equal tax burdens on similarly suited individuals), vertical equity (proper distribution of tax burdens among those who are better off and worse off), economic efficiency, and administrative feasibility. Readings will include the following questions: should the United States use an income tax or a consumption tax and/or a value added tax; should the tax rates be progressive or should there be a flat rate; if progressivity is desirable, is there an optimal degree of progressivity or should the rates be either more or less progressive; should the country have a corporate income tax; if not, what should take its place; if so, should the corporate income tax be modified from its present form; what impact does the tax system have on families and how could it be changed to have a more beneficial effect on family structure?

TAX PRACTICE AND PROCEDURE (TAXN7115)
2 credits. Lecture.
Prerequisite: Federal Income Taxation.

This course includes: the statute of limitations, burden of proof and tax penalties; equitable doctrines; administrative procedures, including audits, appeals, request for rulings and technical advice; settlements; closing agreements and compromises. It undertakes an in-depth analysis of the Internal Revenue Service and the functions and responsibilities of its various divisions. It studies choice of forum in civil tax litigation, including the tax court, district court, and claims court. It surveys tax court litigation, including the statutory deficiency notice and tax court petition and other jurisdictional prerequisites; tax refund claims and litigation; the collection process, including assessment of tax, jeopardy assessment, levy and distraint, the tax lien and its priorities, restraining tax collection, the innocent spouse rules and transferee and fiduciary liability.

TAXATION OF PARTNERSHIPS AND LIMITED LIABILITY COMPANIES (TAXN8114)
3 credits. Lecture.
Prerequisite: Federal Income Taxation.

This course provides an introduction to federal income taxation of partnerships and limited liability companies. It first considers the tax factors that influence choice of entity ("C" Corporation, "S" Corporation, Limited Liability Company or Partnership) and the issue of entity classification for tax purposes as a partnership or a corporation. This course then examines issues that arise in the formation, operation, and dissolution of a partnership or the limited liability company, including: tax consequences of contributions of goods and services; distributions to partners; special allocations; inside and outside basis limitations on the deductibility of losses; and sale or liquidation of partnership interests.

ESTATE & TAX PLANNING FOR WEALTHY CLIENTS (TAXN8110)
3 credits. Lecture.
Prerequisite: Federal Income Taxation.
Pre/Co-Requisite: Estates and Trusts.

This course provides a critical analysis of the policy and substance of the system of wealth transfer taxation through a study of the leading cases, Revenue Rulings, the Code and Regulations; it includes a detailed consideration of estate and gift taxation, the generation-skipping transfer tax, and the 1990 estate freeze system of taxes.