Elective Courses

Advanced Federal Tax Research and Planning - 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.

Bankruptcy Taxation - Tax issues in bankruptcy, including the treatment of tax claims, the exclusion of debt cancellation from income, taxation of the bankruptcy estate, tax attribute reduction and special issues affecting corporations and partnerships in bankruptcy.

Criminal Tax Practice and Procedure - Federal criminal tax law and procedure, including the prosecution and defense of Title 18 and Title 26 criminal tax offenses, federal and local rules of criminal procedure, pre-trial practice, methods of proof, representation of witnesses, federal sentencing guidelines and related civil considerations.

Directed Tax Research - Supervised preparation of a substantial paper.

Employee Pensions and Benefits - Federal income taxation of qualified and non-qualified plans, participants, and beneficiaries and other employee benefits, including coverage and discrimination rules and limitations on benefits, contributions and funding.

Estate and Gift Taxation I - 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.

Estate and Gift Taxation II - Advanced topics in federal transfer taxation, including valuation, charitable giving, the generation skipping transfer tax and transfer tax audit and procedure.  

Prerequisite: Estate and Gift Taxation I

Estate Planning - Personal planning techniques, including marital deduction planning, techniques for avoiding probate, the use of life insurance, postmortem planning and drafting issues.

Prerequisite: Estate and Gift Taxation I; Prerequisite or concurrent: Estate and Gift Taxation II

Estate and Probate Planning, Practice and Procedure - Students will study the differences between probate estate and estate for federal estate tax purposes, techniques for handling probate issues (including probate litigation of contested issues) and their impact on the estate tax return, and other estate tax return preparation issues, including valuation.  

Prerequisite: Estate and Gift Tax I.  Recommended: Wills and Trusts

Executive Compensation - Income tax consequences and regulatory implications of executive compensation arrangements, including nonqualified deferred compensation; restricted property; stock options; stock appreciation rights; phantom stock arrangements; the limitations on the deductibility of executive compensation; and golden parachutes payments. The course will also cover non-tax issues that materially influence executive compensation arrangements, including financial accounting, ERISA, securities laws, stock exchange requirements, and the perspectives of shareholders and other parties having an influence on executive compensation.

Honors Tax Policy Colloquium - The course is intended to expose J.D. and Tax LL.M. students to cutting-edge contemporary tax scholarship. After a brief introduction to tax policy concepts and vocabulary, it will consist of presentations and discussions of cutting-edge tax scholarship by professors from schools around the country. 

Honors Tax Research - Supervised preparation of a substantial scholarly paper.  Prerequisite or concurrent: Tax Policy

Income Taxation of Trusts and Estates - Federal income taxation of trusts and estates, including the computation of taxable income and tax liability, distributable net income, distributions, grantor and controlled trusts, foreign, charitable and other special trusts, and income and deductions in respect of a decedent.

Income Taxation Planning for Real Estate Transactions - Issues in taxation of real estate transactions, including installment sales, foreclosures, like-kind exchanges and involuntary conversions, and operation and development issues including financing, deductions, capitalization, at-risk, and passive activities.

International Taxation I - Fundamentals of the US 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.

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

Prerequisite: International Taxation I

IRS Small Case Tax Clinic - This course is a live client clinic in which students will represent the Internal Revenue Service in cases that come within the Small Case Procedures of the U.S. Tax Court.  Students will learn the structure of the IRS and Tax Court, small case procedures, ethics and disclosure issues.  Students will handle several small cases on behalf of the IRS, including filing answers and dispositive motions, working with taxpayers to settle cases, and litigating the cases in Tax Court.  Students will be supervised by senior attorneys from the IRS Office of Chief Counsel.  The course has no final exam and is ungraded.

Nonprofit Corporate Law, Governance and Management - Legal issues in forming and operating a nonprofit entity, including choice of legal form, purposes and powers, dissolution and distribution of assets, conversion to a for-profit entity, duties of boards of directors and trustees, fiduciary obligations, enforcement of fiduciary obligations, investment responsibility, egulation of charitable solicitation, and special California considerations.

Nonprofit Tax and Transactions Clinic - Live client representation clinic in which students provide transactional, non-litigation and non-dispute oriented work involving nonprofit formation, governance, tax-exempt status and operation of nonprofit organizations serving low-income clients or otherwise addressing issues dealing with poverty.

State and Local Taxation - 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.

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

Prerequisite: Corporate Taxation I; Prerequisite or concurrent: Corporate Taxation II

Tax-Exempt Organizations - Organizational and operational requirements for organizations exempt from federal income tax, private foundations rules, unrelated business income tax and income, estate and gift tax deductions for charitable contributions.

Tax Externship - Approved off-campus placement for one semester in judicial chambers, government agency or public interest law firm offering experience relevant to student’s training in tax.

Tax Law Practicum - What is a young tax lawyer expected to do? Focusing on the tax attorney's role in the deal process, the Tax Law Practicum takes a transactional approach to the issues in an M & A transaction involving the purchase and sale of a business. In addition to analyzing substantive tax issues, the course focuses on the functions and demands placed on the tax lawyer, including tax planning for the transaction, and negotiating and documenting the tax provisions of the acquisition agreement. The students will prepare a tax memorandum, give an oral presentation of the research and analysis of tax issues, as well as run a mock meeting with a client and corporate partner. Special guest speakers will include young tax lawyers and experienced corporate lawyers. The course objective is to integrate theory, ethics and practice in order to prepare students for the types of projects and challenges they will confront as lawyers in a transactional practice. A substantial component of the student's grade will consist of class participation, including the oral presentations. There is no final exam.

Taxpayer Appeals Assistance Clinic - Live client representation clinic in which students assist taxpayers with their state income tax appeals before the California State Board of Equalization, gaining practical experience and knowledge about preparing an appeal and representing taxpayers before the State Board of Equalization.

Tax Planning For Family Wealth - 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.

Tax Policy - Major topics in tax policy, which may include the comprehensive tax base, the tax expenditure budget, distributive justice, incidence, distortion, the taxable unit, alternatives to the income tax and the tax legislative process.

Tax Strategies for the Digital Age - Tax strategies and transaction analysis covering the development, purchase, licensing and sale of rights in films, music, digital media, technology, software, trademarks and Internet commerce.