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.

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.  

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.

This course considers the basic principles and policies governing the U.S. taxation of international transactions using a problem-oriented approach.  Students will analyze various problems from the perspective of an attorney responsible for advising American individuals and corporations earning income abroad.  Some consideration will be given to the perspective foreign interests that receive income from the U.S. sources, but the primary focus will be on outbound transactions.

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.

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.

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.