TAX LL.M. Core Courses

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.

Prerequisite: Law 600 (Taxation)

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)

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)

LL.M. Electives and Writing Seminars

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 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.

This course will focus on civil penalties and criminal sanctions which the Internal Revenue Service may pursue against a taxpayer as well a tax professional (including attorneys; accountants; and real estate, art, and business valuation appraisers) for running afoul of obligations mandated by the Internal Revenue Code and related statutes.

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)

Students will learn to draft fundamental estate planning documents (wills, trusts, financial and health care powers of attorney and beneficiary designation forms) against the background of state property law, financial institution contracts and the state (and, sometimes, federal) laws concerning testamentary and non-probate distributions. The course will not focus on federal or state tax issues, although they may occasionally be discussed. Instead, the course will focus on the critical non-tax issues on document drafting.

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.)

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

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: Estate Planning I

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)

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)

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.)

The federal tax collection course will discuss all aspects of federal tax liabilities. Topics to be covered include creation of federal tax liens, property to which the liens attach, priority of federal tax liens, administrative and judicial collection, offers in compromise and installment agreements, collection due process proceedings and the Collection Appeals program, collection of federal taxes in bankruptcy cases, and collection from non-taxpayers.

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 volunteer preparers for VITA, the IRS’s Volunteer Income Tax Assistance project, and will volunteer at a VITA center of their choice for a minimum of 35 hours during the semester. Class will meet once per week and will consist of two parts. During the first part, students will share their experiences preparing low income taxpayer returns, specifically linking what they are seeing in the returns to the scholarship they have read for the class. During the second part they will discuss the specific reading assigned for that class.  Students will also produce a series of at least four short papers in which they will offer their reflections on their tax preparation experience and the ways in which it does, or does not, connect with the policies reflected in the scholarship they have read. At the end of the course, students will develop a project, either alone or in a small group, present the project to the class, and write a final paper describing the project. The project can be a recommendation for regulatory or legislative change, suggestions for administrative improvement, or can reflect research into some aspect of low income taxpayer policy. The course will be graded, and the grade for the course will reflect a combination of the quality of the quality of the periodic reflection papers, participation in class meetings, and the final presentation and paper.

Prerequisite: Law 600 (Taxation)

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)

The important non-taxation principles which apply to estate planning are examined in this course.  Non-tax consequences of aging, incapacity, disability and acute and chronic health care requirements will be considered together with common planning tools and techniques to preserve individual autonomy and to conserve and transfer wealth.  The role of private long term care insurance and public government entitlement programs, such as Medicare, Medicaid, and Supplemental Security Income (SSI) will also be examined as part of the planning process to achieve traditional planning objectives.

This course will cover both petition and accounting practice, and trial practice in the Pennsylvania Orphans’ Courts with special attention to will contests. The students will study the applicable state and local rules and case law in those substantive areas most commonly litigated in the Orphans’ Court and will draft a series of pleading practice documents. During the trial practice partition of the course, students will learn about the various phases of a trial and will use NITA materials to practice their skills in a courtroom setting.

In the typical contexts of most tax practitioners (that is, advice rather than litigation, and, for an accountant, advice rather than audit or another assurance examination), the essential professional-conduct principles and rules are about the same for lawyers, accountants, and actuaries.  Moreover, each kind of professional can learn more about how to interpret her profession’s rules by studying another profession’s rules.  In this course, a student will take a focused look at how professional-conduct norms apply in specific contexts of tax practice.  Using what you learn, you can spot difficult professional-conduct problems and be prepared to manage them with confidence.

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)

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).

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)

In this course students will read and comment on contemporary scholarship in tax policy either while the scholarship is still a work in progress or shortly after its initial publication and be able to discuss their comments with the author, who will present the work to the class. Scholarship will include work to be published in law reviews as well as other forms of contemporary scholarship.

Prerequisite: Law 600 (Taxation)

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. 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. 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.

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)

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 million dollar deduction limitations.

Prerequisite: Law 600 (Taxation)

This is an 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 for profit 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)

This course provides an overview of the taxation of S Corporations and their shareholders. Over the past decade, S Corporations have been one of the fastest growing forms of business organization, even outpacing limited liability companies in terms of new entity formations. The taxation of S Corporations reflects a hybrid approach, blending corporate and partnership tax principles. Thus, this course will examine issues unique to S Corporations. Topics will include eligibility requirements, making and terminating the S Corporation election, operations and allocations, distributions, special issues involving historic C Corporations, and Qualified Subchapter S Subsidiaries.

Prerequisite: Law 511 (Corporate Taxation)
Co-requisite: Law 523 (Partnership Taxation)

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)