Required Courses

Income Taxation Intensive (see Intensive Summer Session below) may be substituted for Income Tax Timing Issues, Income Taxation of Property Transactions, and Income Taxation I. Business Taxation Intensive (see Intensive Summer Session below) may be substituted for Corporate Taxation I & II and Partnership Taxation I & II.

Corporate Taxation I - Fundamentals of federal income taxation of corporations and their shareholders, including formation, capital structure, nonliquidating distributions, redemptions, liquidations, and Subchapter S.

Corporate Taxation II - 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. Prerequisite: Corporate Taxation I

Income Tax Timing Issues - Advanced topics in federal income taxation, including accounting methods and interest imputation.

Income Taxation of Property Transactions - 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.

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

Partnership Taxation II - 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. Prerequisite: Partnership Taxation I

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

Tax Ethics is required for students on the CPA-licensure track, but elective for all other students.

Tax Ethics - 
An examination of the statutory, regulatory and ethical standards governing those who practice in the tax field.  The course will cover -the application of Circular 230 (governing those admitted to practice before the Internal Revenue Service) and provisions of the Internal Revenue Code and the Treasury Regulations governing return prepares, as well as provisions specifically governing CPAs.   Among the areas covered are return preparation and advice, dealing with the Internal Revenue Service in the audit and appeals process, and confidentiality.

Intensive Summer Session Courses

Income Taxation Intensive may be substituted for Income Tax Timing Issues, Income Taxation of Property Transactions, and Income Taxation I (see Required Courses above). Business Taxation Intensive may be substituted for Corporate Taxation I & II and Partnership Taxation I & II (see Required Courses above).

Income Taxation Intensive - This course combines the materials of Income Taxation I, Income Tax Timing Issues, and Income Taxation of Property Transactions in a single six-unit offering. Topics covered include the basic concepts of federal income tax law, gross income, exclusions, deductions, gains and losses from the disposition of property, accounting methods, net operating losses, interest imputation, error correction, deferred payment sales, non-recognition transactions of individual taxpayers, depreciation recapture, and tax research. Students will be asked to research and prepare a tax memorandum. Open only to students in the Tax LLM, Joint JD/Tax LLM, or MT program. No JD credit awarded. Only offered as part of the Intensive Summer Session. Credit for subsumed courses (Income Taxation I, Income Tax Timing Issues, and Income Taxation of Property Transactions) cannot be awarded towards the Tax LLM or MT degree in addition to credit for this course.

Business Taxation Intensive - This course combines the materials of Partnership Taxation I & II and Corporate Taxation I & II in a single six-unit offering. Partnership taxation topics covered include the classification, formation, operations, distributions, disposition of partnership interests, partnership terminations, the drafting of partnership agreements, allocations, related-party transactions, the hot asset rules, problems arising out of the death or retirement of a partner, partnership level audits, and international partnerships. Corporate taxation topics covered include formation, capital structure, nonliquidating distributions, redemptions, liquidations, Subchapter S, stock dividends, the dividends-received deduction, and advanced issues in redemptions and liquidations. Open only to students in the Tax LLM, Joint JD/Tax LLM, or MT program. No JD credit awarded. Only offered as part of the Intensive Summer Session. Credit for subsumed courses (Partnership I, Partnership II, Corporate I, Corporate II) cannot be awarded towards the Tax LLM or MT degree in addition to credit for this course. Prerequisite: Income Taxation I

Advanced Tax Elective Courses

Not all elective courses are offered every year. Elective courses may be cancelled for lack of enrollment. Questions regarding offerings should be addressed to Prof. Kowal, Director of the Graduate Tax Program.

Accounting for Income Taxes: An Introduction for Lawyers - 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. [Not open to students with accounting backgrounds.]

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.

California Property Tax - This course focuses exclusively on California property taxation. It covers local assessment and offers a comprehensive review of Propositions 13 and 8, including change of ownership, the types of property subject to tax, the annual property tax calendar and procedures, appraisal fundamentals, property tax ethics, administrative litigation practice, and principles governing (and limiting) superior and appellate court review of the assessment process. The course emphasizes real world practices and includes practical exercises such as researching the specialized sources of authority governing property tax issues, the property tax vocabulary, reviewing commonly used forms, writing legal memoranda, writing a change in ownership opinion letter, and reviewing and editing an appraisal report.

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 and Probate Litigation - This course addresses issues that arise in litigation of matters under the Probate Code, including substantive and procedural rules related to will and trust contests, determinations of heirship, Probate Code Section 850 petitions, creditors' claims, fiduciary duties and liabilities, conservatorships, and other related litigation. The course will include practical exercises designed to prepare students for probate litigation practice.

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

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

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 which include financing, deductions, capitalization, at-risk, and passive activities.

International Taxation I - 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.

International Taxation II - 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. 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 Organizations - Nonprofits represent almost 10% of our nation's economy. An immense and diverse range of activities operate as nonprofit organizations - 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 law, as well as federal tax law 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 it. 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.

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 Externship - Approved off-campus placement for one semester in judicial chambers, government agency or public interest law firm offering experience relevant to the 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 examination.

Tax Planning for Troubled Borrowers - Tax issues affecting troubled borrowers in the context of debt workouts and bankruptcy, including the exclusion of cancellation of indebtedness income, tax attribute reduction, original issue discount effects, as well as the treatment of tax claims in bankruptcy and the taxation of the bankruptcy estate.

Tax Policy Colloquium - The course is intended to expose 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.

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, and licensing and sale of rights in films, music, digital media, technology, software, trademarks and Internet commerce.

Ethics Courses

Ethics courses are only open to students on the CPA-licensure track.

Business Law 1: Business Associations (4 units) - This is a survey course that studies the basic principles of the different forms of business entities. The course will cover fundamental agency principles; partnerships; and limited liability companies. The primary focus of the course will be corporate law, including corporate structure and federal income tax aspects of incorporation; the rights and obligations of corporate owners, directors and managers; the interplay of public regulatory agencies and federal securities law with state law; and liabilities under federal securities law (including the insider trading rules).

Business Law 2: Securities Regulation (3 units) - The course examines federal regulation of securities, with a focus on the Securities Act of 1933. The course explores the federal statutes and rules governing the initial registration of securities and the underwriting process; exemptions from the registration process; and the potential liabilities of all participants in the offer and sale of securities. Prerequisite: Business Associations

Business Law 3: Corporate Finance (3 units) - This course is designed to familiarize you with the principles of corporate finance that provide the essential foundation for analyzing and planning corporate financing transactions. The course will introduce you to some basic concepts of finance which will allow you to understand how corporations choose among various financing alternatives (e.g., common stock, preferred stock, bank loans, bonds, etc.). In connection with examining each of these financing alternatives, we will focus on the structure and content of the financial contracts necessary to implement a particular transaction.

Business Law 4: International Business Transactions (3 units) - A survey of the legal aspects of international business transactions. Specific topics include international finance; technology transfer and the licensing of intellectual property; international sales; international trade regulation; and foreign investment.

Business Law 5: Financial Analysis (2 units) - A course introducing the elements of financial analysis, with an emphasis on bonds and other fixed-income instruments and derivatives. The course will provide useful theoretical background for students intending to practice financial law. Topics will covered in Level I of the CFA examination.

Business Law 6: Commercial Real Estate Transactions and Finance (2 units) - This course will explore the basics of commercial real estate transactions, including brokerage, purchase and sale, zoning and land use, easements and title issues, choice of entity (corporations, LLC and Tenancy in Common), leasing, and real estate finance which include construction and permanent loans. We will cover the applicable laws, roles of the parties and negotiation of key documents used in commercial real estate transactions.