Course Descriptions

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Foundational courses are offered in the fall, and in spring students choose electives in which they build on these foundational concepts and develop a deeper understanding of their specific areas of interest.

Required Courses

Federal Wealth Transfer Tax (TAX 946; Nichole Scott) examines federal estate, gift and generation skipping transfer taxes; property included in the gross estate, including prior transfers with retained powers and interests, property subject to powers of appointment, life insurance, annuities, and jointly owned property; valuation; expenses; marital deduction; and definition of taxable gifts, including transfers in revocable and irrevocable trusts, and gifts to minors. 2 credits

International Tax: Inbound Transactions (TAX 915; William Newton) analyzes the taxation of foreign persons in the United States, including taxation of United States real property interests and withholding on the disposition or acquisition of business interests in the United States; related issues such as choice of entity and sales of goods imported into the United States; and pre-immigration tax planning strategies. 2 credits

International Tax: Outbound Transactions (TAX 916; William Sherman) examines the income taxation of investments outside the United States, including controlled foreign corporations, passive foreign investment companies, foreign personal holding companies, indirect foreign tax credits, allocations of deductions, and foreign currency transactions. 2 credits

Taxation of Business Entities: Corporate (TAX 948; Dana Trier) examines the taxation of corporations and their shareholders focusing on corporate formation capital structure, non-liquidating distributions, liquidations, reorganizations, and the treatment of tax attributes. This course is taught intensively in the first half of the fall semester to plunge students immediately into the rigors of graduate legal studies and maximize learning. 3 credits

Taxation of Business Entities: Partnership (TAX 950; Leigh Osofsky) examines the federal income tax consequences of partnership formation and operation, partnership distributions in cash or in kind, withdrawal from partnerships, sale of partnerships, and sale of partnership interests and assets, including definition of a partnership, special allocations of partnership income and losses, the effect of liabilities and a comparison with similar consequences for S corporations. Students take this course in the second half of the fall semester—teaching this subject is specifically delayed until the second half to improve comprehension of this conceptually difficult subject. 3 credits

Elective Courses

Advanced Corporate Tax (TAX 949; Steven Hadjilogiou) explores the tax treatment of corporate tax attributes, provides an introduction to consolidated returns, and considers certain tax issues that arise in bankruptcy. 2 credits

Bankruptcy Tax (TAX 909) deals with the intersection of tax and bankruptcy law in the bankruptcies of individual and corporate taxpayers as well as of pass through entities. Topics include cancellation of indebtedness, priority and discharge of federal and state tax claims, and the preservation of tax attributes. 2 credits

Consolidated Returns (TAX 912; Kevin Hennessey) focuses on the implications of filing a return of an affiliated group that shares the use of tax attributes. It explores issues of forming an affiliated group, defining consolidated income, special rules relating to dual consolidated losses, limitations on the consolidated use of tax attributes, the concept of consolidated loss groups. 2 credits

Criminal Tax Procedure (TAX 954; Scott Michel) examines the substantive, procedural and tactical aspects of this branch of the tax law. IRS and the Justice Department prosecute a few thousand criminal tax cases each year involving a variety of fact patterns, from the simple, such as the failure to file tax returns or report income, to the complex, such as the implementation by sophisticated tax advisors of unlawful tax schemes. An awareness of the criminal tax enforcement function is important to any tax lawyer doing planning or controversy work. Topics will include i) the nature and types of criminal tax offenses, ii) government processes and policies underlying criminal tax enforcement cases, iii) the prosecution and defense of criminal tax cases from inception through trial, iv) plea bargaining and sentencing in tax cases, v) the relationship between civil tax compliance and criminal tax enforcement, and vi) the IRS voluntary disclosure policy. Course materials will include selected cases and government policy and procedure manuals. 1 credit

Cross Border Taxation of Financial Instruments (TAX 985; Jeffrey Rubinger) are contractually defined interests in business entities that are neither debt nor equity, although they may have certain features of each. Taxation of these financial products is subject to substantial uncertainty and complexity, especially in the cross-border setting where they are utilized as a tool for speculation as a well as hedging. This course explores the cross-border tax issues relating to a range of financial instruments, including total return swaps, forward contracts, options, and equity-linked debt instrument . Corporate Tax and Taxation of Financial Products are prerequisites. 1 credit

Estate Planning (TAX 958; Christopher Boyett) takes a practical approach to the estate planning process, analyzing typical fact patterns encountered in practice. Planning for younger families, affluent retirees, and owners of family businesses is discussed, and ethical considerations, such as conflicts that arise from dual representation of husband and wife, are also considered. 2 credits

Federal Tax Procedure (TAX 943; William Bernard McCarthy, Andrew Tiktin) covers major aspects of tax procedure, tax controversy, and tax dispute resolution. It also includes an in depth analysis of the tax litigation process, with particular reference to the United States Tax Court. The analysis encompasses the organization and jurisdiction of the courts, choice of forum, pleadings, problems in major cases (such as those involving transfer pricing), partnership litigation, the trial process (particularly with respect to discovery, stipulations of facts, burden of proof, and evidentiary questions), briefs, the decisional process, post-trial activity (including attorney's fees and appeals). 2 credits

High Net Worth Individuals (TAX 917; Michael Rosenberg) deals with inbound and outbound tax issues encountered in representing high net worth individuals/private clients. The following topics will be covered in depth: The Concept of Residency for U.S. Income Tax Purposes and Its Application When Advising High Net Worth Individual Clients, U.S. Transfer Tax Considerations For the International Private Client Advisor, Advising Nonresidents with Active Operations in the United States, Advising Nonresidents with Real Estate Investments in the United States, Tax Considerations in Connection with U.S. Persons Investing, Offshore U.S. Compliant Insurance Products, Advising Nonresidents with Passive Investments in the United States, Planning with Trusts (Part I) – Grantor, Planning with Trusts (Part II) - Non-Grantor Trusts, Pre-Immigration Planning (or Post-Immigration Clean-up), Expatriation, and International Tax Compliance. 2 credits

Income Tax Treaties (TAX 973; Patricia Brown) considers the United States' bilateral tax treaties as well as alternative provisions commonly adopted by other nations' bilateral treaties with third countries. 2 Credits

Income Tax of Trust and Estates (TAX 910; Jennifer Wioncek) studies the income taxation of estates, trusts, and their beneficiaries; distributable net income; distribution deductions for simple trusts, complex trusts and estates; distributions in kind; the planning of funding marital trusts; post-mortem estate planning and the throwback rules; taxation of trusts for minors; charitable and foreign trusts; assignment of income; income in respect of a decedent; the grantor trust rules; and income tax basis problems. 2 credits

International Transactions Europe (TAX 918; Christian Wimpissinger, Andrew Solomon,) provides an introduction to European Union tax law and how tax planning for U.S. multinational groups can be affected by foreign tax law. This condensed course is co-taught by European and U.S. tax lawyers. It introduces important concepts in European Union tax law and describes the most important EU Directives regarding direct taxation as well as case law of the ECJ in the context of common cross-border fact patterns, including acquisitions, reorganizations, and financing structures. 1 credit

International Transactions South America (TAX 930; James Barrett, Ricardo Escobar) provides an introduction to techniques used by international tax planners in an environment where there are an increasing number of tax treaties and significant taxes in addition to income taxes. This condensed course is co-taught by Latin American and U.S. tax lawyers. It focuses on practical case studies regarding the structure of U.S. investments into Latin America but will also discuss some issues involving Latin American investments into the United States. Issues addressed will include structuring sales and services operations, options regarding mergers and acquisitions and issues concerning the repatriation of funds. 1 credit

Introduction to Financial Instruments (TAX 984; William Lu) are contractually defined interests in business entities that are neither debt nor equity, although they may have certain features of each. Taxation of these financial products is subject to substantial uncertainty and complexity. This course explores the tax issues relating to a range of swaps and derivatives and other contractually defined interests. Corporate Tax is a prerequisite. 1 credit

Pensions and Deferred Compensation (TAX 913) explores the regulation and tax consequences of private pension plans and deferred compensation. Central to this study will be the tax, labor, and trust law principles of the Internal Revenue Code, the Employee Retirement Income Security Act, and related statutory and regulatory schemes. 2 credits

Property Transactions (TAX 949; Elliott Manning) aims to provide students with this thorough grounding through analysis of materials and problems in the context of representing a variety of categories of taxpayers. A major complicating aspect of the structure of the income tax arises from the different tax treatment of specified classes of income, deduction, gain and loss, particularly, but not limited to, capital gain and loss. A thorough grounding in the effects of characterization on the taxpayer and on the tax system is essential to understanding the application of tax law. Although covered in depth in the Federal Tax Accounting course, issues of timing are inevitably involved in the course as well. The focus of the course is on applying principles to transactions or events, which requires understanding what was done and why. 3 credits

State and Local Taxation (TAX 977; Charles Mercer, Reed Hollander) examines the constitutional limitations, including Due Process and Commerce Clause restrictions, on state and local taxing authority; provides an overview of three main areas of state and local taxation: income/franchise tax, sales and use tax, and property tax; and explores the practical aspects of contesting audits and assessments before tax officials and tribunals 1 credits

Tax Accounting (TAX 968; George Mundstock) addresses the fundamental issue of accounting, namely, the time when items of revenue and expense are taken into account. It covers annual accounting, the tax year, accounting methods, asset cost recovery, interest and proxies therefore, and installment sales. 2 credits

Taxation of Exempt Organizations (TAX 957; Michael Durham) analyzes the rationales for exemption from taxation and for the charitable deduction and the technical provisions applicable to various types of exempt organizations and to various types of charitable gifts. The course focuses on particular activities of exempt organizations, including political campaign activities and legislative lobbying; commercial activities and other revenue generating activities; restrictions on insider or other private benefit; and complex structures including joint ventures with taxable entities. 1 credit

Taxation of Investment Funds (TAX 971; Pamela Glazier, Daniel Kolb) provides an introduction to the issues that arise with respect to certain pooling vehicles that are increasingly important to the U.S. economy – regulated investment companies, hedge funds and private equity funds. Although some tax issues apply to most or all taxpayers, some issues arise only with respect to particular industries or particular types of taxpayers. This short course consists of lectures by two guest speakers, each of whom is a leading expert on the taxation of the particular vehicles he or she will discuss. 1 credit

Taxation of Special Entities (TAX 972) provides an introduction to the issues that arise with respect to four types of taxpayers that are increasingly important to the U.S. economy – regulated investment companies, insurance companies, tax-exempt entities and unregulated funds, such as hedge funds and venture capital funds. Although some tax issues apply to most or all taxpayers, some issues arise only with respect to particular industries or particular types of taxpayers. This short course consists of lectures by four guest speakers, each of whom is a leading expert on the taxation of the particular vehicle he or she will discuss. 2 credits

Tax Policy and Practice (TAX 908) is a course that examines the Internal Revenue Code and the regulations thereunder as a series of public policy choices that facilitate or forestall particular tax planning strategies. The current topic is tax shelters and the more general controversies over form and substance, transparency and opacity. Public officials and private sector tax lawyers visit the course to share their views and strategies. 2 credits

MEET OUR DIRECTOR

Patricia BrownThe Program's new director, Patricia Brown, is an internationally-recognized expert in the field of international taxation, with specialties in tax treaty policy and the international taxation of financial products and institutions. Read More


STRAIGHT FROM A STUDENT

Jeffrey D. Weinstock, J.D. '96, LL.M. '03

"I attended the Tax LLM program after practicing corporate law for several years. The knowledge I obtained allowed me to take my mergers and acquisitions practice to the next level."

Jeffrey D. Weinstock,
J.D. '96, LL.M. '03

Partner, Lewis Brisbois Bisgaard & Smith LLP; Miami, FL

"I stepped on the UM campus; it was love at first sight...[the program] completely prepared me to do what I do... [the degree] has helped me have the legal career I wanted."

video iconWatch more of the Tereina Stidd, LL.M. '03 interview.