LL.M. in Taxation

Course Descriptions

 

LL.M. Core Courses
Estate Planning Certificate Program Courses
Employee Benefits Certificate Program Courses
LL.M. Electives and Writing Seminars
Guided Research Mandatory Standards

 
LL.M. CORE COURSES

511 Corporate Taxation
3 Credits

This course provides an overview of the taxation of corporations and their shareholders. It examines the concept of a corporation for tax purposes, corporate formations, debt versus equity, dividends and distributions, penalty taxes on undistributed income, redemptions and partial liquidations, Section 306 stock, liquidations, collapsibility, reorganizations, corporate divisions, affiliated corporations and corporate tax attributes.

Prerequisites: Law 406 (Contracts); Law 600 (Taxation)
Co-requisite: Law 508 (Corporations {formerly Business Associations})

523 Taxation of Partnerships
3 Credits

This course will survey tax issues pertaining to the formation, operations and distributions of partnerships and S corporations, with special attention to partnership allocations and liquidations.

Prerequisite: Law 600 (Taxation)

NOTE: Students may not register for both this course and Graduate Law G521 (Taxation
Partnerships).

641 Taxation II
3 Credits

This course builds upon the foundation laid by the basic course in Taxation which covers principally income and deductions. Taxation II will cover additional broad-based tax principles which are of concern to all classes of taxpayers and their advisors. As to capital transactions, the course will cover the distinguishing of capital gain from ordinary income, the determination of basis, the realization of gain or loss in non-cash dispositions, the amount of gain realized, the requirement of a sale or exchange for capital treatment, the nonrecognition of deferral of gain or loss in specified situations, and the treatment of certain amounts realized in otherwise capital transactions [including original issue discount] as ordinary income. As to timing and recognition, Taxation II will cover tax accounting periods and methods, the proper year of inclusion of income items and of taking of deduction items, the requirement of inventories for those engaged in the production or purchase and sale of goods, the effects of changes in the method of accounting, and the mitigation of the annual tax accounting period requirement through the carry back and carryover of certain losses and unused credits, where the taxpayer or the Internal Revenue Service treats related items inconsistently, or where amounts received under a claim of right are restored.

Prerequisite: Law 600 (Taxation)

NOTE: Students may not register for this course and Graduate Law G641 (Taxation II).

 

ESTATE PLANNING CERTIFICATE PROGRAM COURSES

512 Income Taxation of Estates and Trusts
2 Credits

This course examines the provisions that determine the income tax liability of trusts, estates and their beneficiaries and emphasizes distributable net income, the distribution deduction and issues involving grantor trusts.

Prerequisite: Law 600 (Taxation) Co-requisite: Law 544 (Estate and Gift Taxation)

NOTE: Juris Doctor candidates may register for this course with permission of either the Assistant Dean for Graduate & International Studies or the Director of the Graduate Tax Program.

513 Estate Planning I
2 Credits

Issues of accumulation, conservation and distribution of wealth will be addressed in this course. It examines the applicability of various pre and postmortem estate planning tools and techniques including wills, trusts, life insurance and inter-vivos transfers, together with the tax consequences which arise from their use. The generation skipping tax and the valuation problems encountered in planning and administering an estate are studied.

Prerequisites: Law 600 (Taxation); Law 544 (Estate and Gift Taxation)

Recommended: Graduate Law G512 (Income Taxation of Estates and Trusts)

(Also approved as a three-credit writing seminar: Graduate Law G803.)

NOTE: Students may not register for both this course and Graduate Law (G803 Estate Planning I).

NOTE: Juris Doctor candidates may register for this course with permission of either the Assistant Dean for Graduate & International Studies or the Director of the Graduate Tax Program.

515 Estate Planning II
2 Credits

This course examines the advanced planning techniques for charitable giving, the generation-skipping tax, qualified and non-qualified employee benefits, private business buy-outs and similar transactions, grantor retained trust interests, use of a business as an estate planning tool, life insurance, elderly and disabled persons and divorce and non-traditional relationships. In addition, the drafting of irrevocable trusts (including Crummey powers), shareholder agreements, partnership agreements and valuation techniques are covered.

Prerequisites: Law 600 (Taxation); Law 544 (Estate and Gift Taxation)

Co-requisite: Graduate Law G513/803 (Estate Planning I - exam course/writing seminar)

NOTE: Juris Doctor candidates may register for this course with permission of either the Assistant Dean for Graduate & International Studies or the Director of the Graduate Tax Program.

544 Estate and Gift Taxation
3 Credits

The federal estate and gift tax principles which apply to intervivos and testamentary transfers of property are examined in this course. Tax consequences of various dispositive devices will be considered together with the marital deduction, the charitable deduction and valuation problems. The generation-skipping tax will be introduced.

Prerequisite: Law 600 (Taxation)

EMPLOYEE BENEFITS CERTIFICATE PROGRAM COURSES

501 Introduction to Employee Benefit Law
2 Credits

This course is an introductory course about employee benefit law which will prepare students for the program’s more specialized courses on welfare plans and qualified retirement plans to be offered in subsequent semesters. This course covers a broad range of all aspects of employee benefit law in an introductory fashion including the origins and fundamentals of the U.S. pension system; the history of ERISA law making and the basic concepts of vesting and nondiscrimination in employee benefit plans; ERISA fiduciary law; and the application of other related laws such as ADA, ADEA and Title VII to employee benefits. The goal of the course is to equip students with the basic historical and theoretical knowledge of employee benefit law and ready them for more specialized studies in this area.

Prerequisite: Law 600 (Taxation) (Also approved as a three-credit writing seminar: Graduate Law G801.)

NOTE: Students may not register for both this course and Graduate Law G801 (Introduction to Employee Benefit Law).

NOTE: Juris Doctor candidates may register for this course with permission of either the Assistant Dean for Graduate & International Studies or the Director of the Graduate Tax Program.

502 ERISA/Fiduciary Provisions
2 Credits

In the wake of the stock market downturn and the collapse of several prominent companies that had contributed company stock to their pension and 401(k) plans, managers of employee benefit plans have become increasingly sensitive about their duties and liabilities under ERISA. This course will focus on the fiduciary and investment management considerations for employee benefit plans under ERISA, primarily on Title I, Part 4 of ERISA. Specific topics will include the determination of "fiduciary" status; the duties of company executives that act as fiduciaries; the investment of plan assets and the impact of the fiduciary rules on third party asset managers; and prohibited transactions under ERISA and the Internal Revenue Code. Reading materials will include statutes, regulations, cases, and Department of Labor rulings and other guidance.

Prerequisite: Law 600 (Taxation) (Also approved as a two-credit writing seminar: Graduate Law G802.)

NOTE: Students may not register for both this course and Graduate Law G802 (ERISA/Fiduciary Provisions).

NOTE: Juris Doctor candidates may register for this course with permission of either the Assistant Dean for Graduate & International Studies or the Director of the Graduate Tax Program.

509 Taxation of Executive Compensation
2 Credits

This course explores the federal income and social security tax ramifications of special techniques designed to compensate executives including the use of non-qualified deferred compensation plans, rabbi and secular trusts, performance unit plans, phantom stock plans, stock appreciation rights, restricted stock, stock options and other arrangements including golden parachute rules and milliondollar deduction limitations.

Prerequisite: Law 600 (Taxation)

NOTE: Juris Doctor candidates may register for this course with permission of either the Assistant Dean for Graduate & International Studies or the Director of the Graduate Tax Program.

525 Qualified Employee Benefit Plans
2 Credits

Students will analyze both the tax and non-tax aspects of qualified pension, profit-sharing and stock bonus plans. Particular emphasis is placed on the effect of the Employee Retirement Income Security Act of 1974 (ERISA), as amended, on such plans. Consideration is given both to designing and drafting new plans and to amending existing plans to conform to the law. Filing and disclosure requirements, fiduciary liability and responsibility, and prohibited transactions are also covered.

Prerequisite: Law 600 (Taxation)

NOTE: Juris Doctor candidates may register for this course with permission of either the Assistant Dean for Graduate & International Studies or the Director of the Graduate Tax Program.

526 Welfare Benefit Plans
2 Credits

This course will cover tax issues employers encounter in providing benefits to their employees. Topics will include tax issues affecting medical, disability, severance and life insurance benefits; tax issues affecting funded welfare plans (such as VEBA’s); cafeteria plans; COBRA/HIPPA and other legislation affecting medical plans; coordination of benefits issues including Medicare Secondary Payor rules; Subrogation rules and other administrative issues.

Prerequisite: Law 600 (Taxation)

NOTE: Juris Doctor candidates may register for this course with permission of either the Assistant Dean for Graduate & International Studies or the Director of the Graduate Tax Program.

 

LL.M. ELECTIVES AND WRITING SEMINARS

503 Criminal Tax Litigation and Procedure
2 Credits

An in-depth review of the criminal aspects of the federal tax laws from 1920 to the present including The Bank Secrecy Act of 1986, Title III of the USA PATRIOT ACT (also known as the International Money Laundering and Anti-Terrorist Financing Act of 2001 and selected provisions of the Sarbanes- Oxley Corporate Fraud and Accountability Act of 2002). The course will also explore an analyze: the various methods of proof used by the IRS in investigating and prosecuting criminal tax fraud cases; investigative techniques; the right to cooperate in the investigation or to refuse to do so; the protections of the Fourth and Fifth Amendments; grand jury investigations; the right to a conference; motions before indictment; preparation for trial from prosecutorial and defense perspective; the trial; parallel proceedings; and the Federal Sentencing Guidelines.

Prerequisite: Law 600 (Taxation)

NOTE: Juris Doctor candidates may register for this course with permission of either the Assistant Dean for Graduate & International Studies or the Director of the Graduate Tax Program.

505 State and Local Taxation
2 Credits

Issues relating to state and local income, property and privilege taxes will form the basis of discussion in this course. Pennsylvania and Philadelphia laws imposing taxes on individuals and corporations are used as a focus for the treatment of the theoretical concepts involved.

Prerequisite: Law 600 (Taxation)

NOTE: Juris Doctor candidates may register for this course with permission of either the Assistant Dean for Graduate & International Studies or the Director of the Graduate Tax Program.

514 Taxation of Exempt Organizations
2 Credits

This is in-depth study of organizations exempt from federal income taxation and some related subjects. The conditions of tax exemption under Sections 501 to 503 and the various types of organizations granted exemption under these sections are also discussed. Particular attention will focus on Section 501(c)(3) entities, the problems of obtaining and maintaining tax exempt status, unrelated business income, and the classification thereof. The taxation of exempt health-care organizations and their forprofit affiliates, and the tax aspects of charitable contributions to exempt organizations - outright gifts, bargain sales, and gifts of partial interests - will also be covered.

Prerequisite: Law 600 (Taxation)

NOTE: Juris Doctor candidates may register for this course with permission of either the Assistant Dean for Graduate & International Studies or the Director of the Graduate Tax Program.

516 Planning for the Family that Owns and Operates a Business
2 Credits

This course will address the factors that must be considered in advising the family owners and operators of a business. A case study will provide the basis for discussions throughout the semester. Each week, various aspects of the planning problems confronting the hypothetical family owners and operators will be explored and potential solutions plotted. The seminar has been designed to provide insight into the interrelationship of various areas of substantive law and the conflicting needs and agendas of the members of our hypothetical family. The substantive areas that will be examined in detail will include: Form of the Business Entity; Business Prerequisites; Buy-Sell Arrangements; Transfers to Family Members; Control and Operational Issues; Family Investments Outside the Business; Valuation of the Business; and Family Personality Dynamics. Participants will be expected to prepare a paper (which satisfies the LL.M. writing requirement) at the end of the semester in lieu of a final examination.

Prerequisites: Law 600 (Taxation); Law 544 (Estate and Gift Taxation); Graduate Law G513/803 (Estate Planning I exam course/writing seminar)

Recommended: Graduate Law G512 (Income Taxation of Estates and Trusts)

NOTE: Juris Doctor candidates may register for this course with permission of either the Assistant Dean for Graduate & International Studies or the Director of the Graduate Tax Program. This course does not satisfy the writing requirement for Juris Doctor candidates.

520 Real Estate Taxation
2 Credits

In this course, students explore the tax considerations of acquiring, constructing, owning, leasing and disposing of real estate for business use, personal use or as an investment and as a tax shelter. Financing techniques, sale-leaseback transactions, cooperatives, condominiums, certified historic structures, and real estate investment trusts are covered. Emphasis is given to the analysis of tax and economic projections.

Prerequisite: Law 600 (Taxation).

NOTE: Juris Doctor candidates may register for this course with permission of either the Assistant Dean for Graduate & International Studies or the Director of the Graduate Tax Program.

523 Partnership Taxation
3 Credits

This course will survey tax issues pertaining to the formation, operations and distributions of partnerships and S corporations, with special attention to partnership allocations and liquidations.

531 Tax Procedure
2 Credits

Students explore various procedural problems involved in practice before the Internal Revenue Service, the Tax Court and the U.S. District and Claims Courts in processing and litigating civil tax cases as well as certain other matters. The organization of the Internal Revenue Service, requests for rulings and summons power of the Internal Revenue Service will also be reviewed.

Prerequisite: Law 600 (Taxation)

NOTE: Juris Doctor candidates may register for this course with permission of either the Assistant Dean for Graduate & International Studies or the Director of the Graduate Tax Program.

571 International Taxation I
3 Credits

This course on the fundamental concepts in the taxation of transnational transactions covers basic issues involved in both the taxation of the foreign operations of United States taxpayers (outbound transactions) and the United States taxation of income received by foreign individuals or entities (inbound transactions). Thus, the course will address questions of jurisdiction to tax, source of income, the foreign tax credit, tax treaties, the effect of currency fluctuations and, of course, the operations of the controlled subsidiaries of United States corporations.

Prerequisite: Law 600 (Taxation)

NOTE: Students may not register for both this course and Law 571/935 (International Taxation I - exam course/writing seminar).

NOTE: Juris Doctor candidates may register for this course with permission of either the Assistant Dean for Graduate & International Studies or the Director of the Graduate Tax Program.

Law 670 Tax Practicum
2-3 Credits (variable)

This course is open only to students who have had at least one course in Taxation and who have secured the consent of a member of the Tax Faculty (Professors Abreu Bartow, Knauer, Mandelbaum, Monroe and Ting). The specifics of the course will be tailored to the student's interests and proposed project but will in all cases involve some aspect of the practice of tax, regular discussion with the Professor, and written work product that requires the merging of tax theory with practice. Examples include but are not limited to, the establishment of a non-profit corporation, including the drafting of appropriate tax exemption documents, unpaid (internship) work at the Office of District Counsel of the Internal Revenue Service or Philadelphia City Solicitor, including drafting of legal memoranda or briefs and regular conferences with the Professor regarding the subject of such memoranda or brief, and including, at the discretion of the Professor, a paper reflecting on the experience or further analyzing a substantive issue arising from the experience. The Professor will be responsible for monitoring the quantity and quality of the work and ensuring that it is commensurate with the credits being awarded.

NOTE: The course will not satisfy the Law School's Writing Requirement. Grading will be either a letter grade or pass/fail, at the discretion of the Professor and will be determined at the time of registration for the course.

672 Low Income Taxpayer Policy & Practice
3 Credits

This course enables students to see first hand the effect tax policies have on low income taxpayers and then to process that experience through the lens of existing tax policy scholarship and commentary. Students will become certified as a volunteer preparers for VITA, the IRS's Volunteer Income Tax Assistance project, and will volunteer at a VITA center for a minimum of 4 hours per week during the last week of January, all 4 weeks of February, and two weeks in April. Class will meet once per week for 3 weeks in January, at least 2 weeks in February, 2 weeks in March, and 3 weeks in April. Students will be required to keep a journal in which they will describe the salient aspects of the returns they help to prepare. In addition, students will prepare a paper, not to exceed 6,000 words, in which they analyze their experience, taking into account the policy literature examined in class, and make recommendations for change. Students will present the ideas for their papers to the class and willlead a discussion thereof. The paper will not satisfy any portion of the law school's writing requirement. With prior approval, two or more students may choose to collaborate on the final paper, which has the potential to generate deeper, more meaningful papers. The grade for the course will reflect a combination of the quality of the journal postings, participation in class meetings, and the final paper.

804 Negotiating and Drafting Tax Provisions in Corporate Acquisition Agreements
2-3 Credits [variable]

This course emphasizes the technical tax issues that arise in the context of negotiating and drafting tax related provisions in acquisition agreements. Students will analyze such issues in the context of taxable asset acquisitions, taxable stock acquisitions, tax-free reorganizations, and selected alternative acquisition structures. Specific analysis of provisions related to tax representations, tax indemnifications, tax covenants, tax elections, tax opinions, and tax disclosures will be addressed.

Prerequisite: Law 600 (Taxation)

NOTE: Juris Doctor candidates may register for this course with permission of either the Assistant Dean for Graduate & International Studies or the Director of the Graduate Tax Program. This seminar does not satisfy the writing requirement for Juris Doctor candidates.

860 Tax Policy (comparative focus)
3 Credits

This seminar examines selected aspects of federal income tax policy and enables students to explore the social and economic choices that underlie the tax system. Each student writes a research paper

Notes: This is a Graduate Tax Program course. JD students must obtain permission to register from Assistant Dean Thompson or Professor Mandelbaum.