Master of Laws (Tax LLM): Curriculum

Master of Laws (Tax LLM) students who have not met the introductory U.S. federal income tax course requirement of at least three semester units must complete the Federal Income Taxation course within the first term in which they begin the program. Tax LLM students will earn an additional 2 credit hours for completing the course.

All applicants have the option to test out of the course by completing an online placement test during the application process. Students who fail to pass the placement test will be required to complete the Federal Income Taxation course.

Fundamentals of federal income taxation of corporations and their shareholders, including formation, capital structure, non-liquidating distributions, redemptions, liquidations and Subchapter S.

Advanced topics in the federal income taxation of corporations and their shareholders, including stock dividends, the dividends-received deduction, and advanced issues in redemptions and liquidations.

Advanced topics in federal income taxation, including accounting methods, net operating losses, interest imputation.

Federal income tax treatment of sales and other dispositions of property, including deferred payment sales, non-recognition transactions of individual taxpayers and depreciation recapture. Students will be asked to research and prepare a tax memorandum.

Fundamentals of federal income taxation of partners and partnerships, including classification, formation, operations, allocations and related party transactions.

Further topics in the federal income taxation of partners and partnerships, including distributions, dispositions of partnership interests, terminations, mergers, divisions, the hot asset rules and problems arising out of the death or retirement of a partner.

Administrative determination of liability, penalties, and interest, civil tax litigation, IRS summonses, limitation periods and their mitigation, collections and administrative rulings and rulemaking.

In-depth analysis of federal tax research methods and sources, covering both print and electronic formats, to develop an understanding of federal tax research as a process with attention to the comparative weights and relationships among various authorities. Students use these research techniques to provide planning advice on a hypothetical business transaction and to draft a client memorandum and letter explaining the tax plan and structure.

Exploration of the principal types of taxes imposed by state and local governments, including income, corporate franchise, sales and use, property, and transfer taxes, the apportionment of taxes on interstate and foreign commerce and constitutional limitations on state and local taxation.

The tax consequences of a transaction for corporate financial statement purposes often differ from the consequences for corporate tax return and cash flow purposes. As such, advice provided to a corporate client often requires an understanding of the tax return consequences of a transaction, the cash impact of a transaction and the financial statement impact of a transaction. The purpose of this course is to familiarize students who are interested in a career in corporate taxation with the corporate financial statement impact of the tax consequences of transactions. Areas to be discussed include basic accounting principles, corporate financial statements, accounting for income taxes, effective and marginal tax rates, and tax and financial issues affecting multinational enterprises.

Fundamentals of the U.S. federal income taxation of international transactions, including the conceptual structure of the basic U.S. rules, taxation of nonresident alien individuals and foreign corporations, the foreign tax credit and transactions in multiple currencies.

Advanced topics in the U.S. federal income taxation of international transactions. A problem-based course, focusing on U.S. tax issues commonly faced by multinational businesses.

Federal income tax treatment of taxable stock and asset acquisitions, tax-free reorganizations, acquisitions, dispositions, and spin-offs and the carryover of corporate attributes.

Fundamentals of federal transfer taxation, including the gift tax, the annual exclusion, estate taxation of property owned by decedent at death, estate taxation of transfers during life, the marital deduction and other deductions and credits.

Nonprofits represent almost 10 percent of our nation’s economy. An immense and diverse range of activities operate as nonprofit organizations, including local dance companies, nursery schools, universities, orchestras, museums, public interest law firms, soup kitchens, and hospitals, to name a few. They are subject to a unique set of interlocking and overlapping state and federal laws. This class will survey state corporate and trust laws as well as federal tax laws that regulate these entities. Topics will include fiduciary duties, the requirements for tax exemption in general and for various kinds of organizations in particular, limits on compensation, and public policy considerations that have shaped nonprofit organizations. Many lawyers work in this so-called independent sector or engage in a practice that involves such organizations. Those engaged in estate planning, for example, are often asked to set up charities for their clients. Lawyers, moreover, are frequently asked to join the boards of nonprofit organizations. This class will give students the tools needed to serve in any of these roles.

Cross-discipline study of important tax reduction strategies at both the federal and state levels. Major topics will include lifetime gifting, estate freezes, valuation reduction techniques, life insurance policies and planning, charitable vehicles, cross-border techniques and planning for retirement and other deferred income accounts. Students will use real client situations to progress from identifying opportunities to achieve better tax outcomes to analyzing the substantive issues involved in developing a concrete plan.