LL.M. in Taxation Core Courses
This course provides an overview of the taxation of corporations and their shareholders and of transactions between them that occur over the life of a business. It examines the concept of a corporation for tax purposes, corporate formations, debt versus equity, dividends and distributions, redemptions, liquidations, taxable stock and asset acquisitions, and acquisitive and divisive tax-deferred reorganizations. You will not only learn the rules, but also the history and policy decisions that explain why the rules are the way they are. You will become adept at applying those rules by working through problems on each topic designed to heighten your understand and simulate tax practice. You will also discuss current events that give the subject matter additional context.
This course will survey tax issues pertaining to the formation, operations, distributions and liquidation of partnerships, and the tax implications for partners. Partnerships are “pass-through” entities under tax law, requiring determination of income, losses, deductions and credits at the partnership level, and each partner’s distributive share to be reported on his or her individual return. You will learn the basic rules governing the character, timing and amount of income or loss allocable to each partner, the transfer of property into and out of the partnership, and the sale of partnership interest.
This course builds upon the foundation laid by a basic course in federal income taxation, covering additional broad-based tax principles with a focus on business and commercial transactions. These include the nonrecognition or deferral of gain or loss in specified situations, and the treatment of various forms of debt and derivatives, and anti-abuse rules. The course 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 various mechanisms.
Graduate Tax Trial Advocacy Electives
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. (This course is graded with a pass/fail grading option. Limited enrollment.)
Graduate Tax 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 the 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 surveys frequently recurring civil tax monetary penalties and criminal tax crimes that a taxpayer may encounter during a tax audit or criminal tax investigation as well as explores available defenses. You will analyze civil and criminal statutes, regulations, and relevant case law. By learning this material, you will be better able to advise and represent clients in tax matters, and appreciate the risks of professional tax practice.
A detailed study of non-taxable corporate acquisitive reorganizations, divisive reorganizations, IRC 351 acquisitions, “E” Recaps and “F” reorganizations. Emphasis will be placed on how the above transactions are used in current transactional planning. Attention will also be paid to taxable acquisition techniques under IRC 338 and IRC 336(e) and how these transactions compare with non-taxable acquisitions. Textbook reading will be supplemented with Treasury Regulations, Revenue Rulings and selected cases. Classes will revolve around PowerPoint presentations and working through problems.
You 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 focuses 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.
Although the United States has had some form of death tax since the mid 19th century, recently rising levels of wealth disparity have drawn unprecedented attention to our transfer tax system. Some have argued for decreases in the exemptions from federal estate, gift and generation skipping transfer tax; others for the imposition of a wealth tax. Many favor the abolition of the step up in basis at death. Still others favor the repeal of the transfer taxes altogether.
This course will focus on the current federal transfer tax system, while also surveying those proposals which would change, some dramatically and some at the margins, our current system. We will also discuss how to plan in a time of legislative uncertainty.
This course addresses 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.
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.
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.
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.
This course is an introductory course about employee benefit law which will prepare students for the more specialized courses on welfare plans and qualified retirement plans to be offered in subsequent semesters. This course covers the broad range of all aspects of employee 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 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.
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. You will become certified as a volunteer preparer for VITA, the IRS’s Volunteer Income Tax Assistance project, and volunteer at a VITA site for a minimum of 35 hours during the semester to gain insight into how the tax policies they study in class actually affect taxpayers.
This course emphasizes the technical tax issues that arise in the context of negotiating and drafting tax related provisions in acquisition agreements. You 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.
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, you 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.
Your 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.
This course explores 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.
Issues relating to state and local income, property and privilege taxes 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.
This course will examine state and local tax controversies, including audits, administrative and judicial appeals, and important constitutional challenges related to state and local taxes. The first half of the course will focus on managing a state tax audit examination and challenging an audit assessment through the appeals process. Students will analyze common corporate income tax and sales and use tax issues raised in audit examinations. They will also learn the benefits of voluntary disclosure agreements and amnesty programs as options for coming into compliance with state and local tax filing obligations. The second half of the course will focus on constitutional challenges to current state and local tax issues, including issues related to the Commerce Clause, Due Process Clause, Equal Protection Clause, Supremacy Clause and even the First Amendment, which can weave its way into state and local tax cases. This half of the course will also address the prospectivity, retroactivity and remedy that occur once a tax is found to be unconstitutional. Towards the end of the course, students will apply what they have learned throughout the semester in a mock administrative hearing.
It is more common than ever for the modern corporation to participate in global markets. The in-house tax practitioner must be comfortable identifying and addressing a broad range of tax issues across the globe. These include indirect taxes, transfer pricing, new international regimes and foreign local practice. The in-house tax practitioner also needs a command of issues at the intersection of tax and business, such as tax operations and tax reporting on financial statements. This course teaches concepts and terminology relevant to in-house practice, allowing you to prepare for and assess the desirability of an in-house career or to interact more effectively with in-house practitioners from a position at a law firm, accounting firm or in government.
This intensive seminar will examine the process of enacting tax law, using as a case study the current efforts to reform U.S. taxation of business income. You will explore, and apply to current proposals, the fundamental underpinnings of tax policy, the legislative rules governing process of enacting tax legislation, tax expenditure identification and its relevance, revenue estimating and distributional analysis.
This course will provide an overview of tax controversies before the Internal Revenue Service during the administrative stage through the commencement of litigation. You will examine statutes, regulations, and case law, and will participate in simulated exercises involving mock IRS notices and transcripts. The course will cover the assessment of tax deficiencies, civil penalties, statute of limitation issues, tax collection issues, claims for refund, discharging taxes in bankruptcy, appeals conferences, joint liability issues, trust fund assessments, obligations of practitioners, and taxpayers’ rights. By the end of this course, you will understand: 1) the organizational structure and authority of the Internal Revenue Service in administering the Internal Revenue Code and collecting federal taxes, 2) the procedural rights of taxpayers to contest a proposed assessment and claim for refund, 3) taxpayer options in resolving collection issues and contesting unreasonable enforcement actions, and 4) how to strategically think about a taxpayer’s case to resolve a pending tax issue and minimize his/her exposure to additional civil tax issues (and potential criminal issues) before the Internal Revenue Service.
Research and writing skills are fundamental to effective tax practice. In this course, you will learn and practice skills necessary to perform sophisticated legal research, analysis and writing through a variety of exercises. The class will cover legal research methods: using secondary sources and databases, case law and legislative history research, and navigating administrative resources. It will also review the principles of effective writing from identification and articulation of legal issues, to legal analysis, organization, and tone. You will practice your research and writing throughout the semester by completing assignments similar to what you will face in practice.
Tax treaties not only determine what income is subject to tax in a jurisdiction, but they also shape economic decisions and multinational structures. This course will discuss the benefits provided by and the policies underlying the U.S. income tax treaty network and provide a framework for analyzing who is eligible for those benefits.
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.
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.
This course covers tax issues employers encounter in providing benefits to their employees. Topics 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.