"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
A minimum of 26 credits are required to obtain the LL.M. degree in Taxation. Students may take a maximum of one, two-credit Independent Study and have it count toward their LL.M. degree in Taxation elective requirements. If a student is accepted into the four-credit Independent Study/IRS Internship, then all four credits will count toward the LL.M. degree.
Candidates for an LL.M. in Taxation must successfully complete all required courses and sufficient electives for a minimum of 26 credit hours with a 2.50 GPA or better. A student who has not earned at least the minimum required grade point average of 2.5 upon completion of 26 credit hours will not be awarded the LL.M. in Tax. A student is not permitted to take extra courses to earn the required minimum grade point average of 2.5.
Please note that Orientation is mandatory for all students entering the Graduate Program in Taxation.
International Tax Concentration
Students who meet the requirements will have a "Concentration in International Tax" noted on their transcripts.
Federal Wealth Transfer Tax (2 credits, TAX 946; Nichole Scott)
This course 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.
International: Inbound (2 credits, TAX 915; Michael Bruno)
This course 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.
International: Outbound (2 credits, TAX 916; Jeffrey Rubinger)
This course examines the income taxation of investments outside the United States, including controlled foreign corporations; passive foreign investment companies; the foreign tax credit provisions; foreign derived intangible income; and outbound, and foreign-to-foreign reorganizations.
Corporate Tax I (2 credits, TAX 905; Dana Trier)
This course presents an introduction to the U.S. federal income tax treatment of corporations under Subchapters C and S of the Internal Revenue Code. The course will first address certain common transactions under Subchapter C, including contributions of property to the corporation in exchange for stock, nonliquidating distributions of cash or other property by the corporation, redemptions of stock and corporate liquidations. Then the course will provide an introductory overview of the taxation of S Corporations and the planning issues commonly encountered with respect to S Corporations. Tax free reorganizations and tax free spinoffs will only be introduced briefly in this course.
Partnership Tax (3 credits, TAX 950; Dana Trier)
This course 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.
Property Transactions (1 credit, TAX 949; Sergio Garcia-Pages)
The aim of this course is to provide students with a graduate level understanding of the rules and principles relating to the federal income tax consequences of property transactions involving borrowings, sales, gifts and inheritances. Topics covered include when income is "realized" in property exchanges in kind, what is a "sale," what is a "disposition," what are the different "cost basis" rules, how non-recourse and recourse indebtedness affect the realization and amount of gain or loss, character of gain or loss as capital or ordinary, selective statutory provisions that limit the use of losses realized or change the character of gain realized from capital to ordinary in transactions between related parties, and statutory limitations on methods of accounting. These issues will be explored through analysis of materials, problems and class discussions in which students are encouraged to actively participate without inhibition. The rules and principles covered in this course are the predicate for understanding partnership and corporate income taxation.
Corporate Tax II (1 credit, TAX 990; Dana Trier)
The core topics covered in this course include taxable asset and stock sales, including public 338(h)(10) transactions; bootstrap acquisitions; the core forms of tax free reorganizations; triangular tax-free reorganizations; the use of Section 351 as an acquisition technique in so-called double dummy transactions; the step transaction doctrine and its effect on acquisition forms; and management rollover transactions. The close perusal of key corporate tax revenue rulings is emphasized. This course will address the topics covered at a considerably more sophisticated level than a first semester corporate tax class.
Transactions Involving Consolidated Groups (2 credits, TAX 912; Kevin Hennessey)
This course focuses on the many special rules affecting affiliated corporations which file a consolidated return. It explores issues relating to the formation of the consolidated group, its intercompany transactions, the affect of tax attributes involving the acquisition and disposition of members as well as the unique treatment of many Code sections that affect corporations.
Federal Criminal Tax Practice (1 credit, TAX 954; Scott Michel)
This course 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.
Cross Border Taxation of Financial Instruments (1 credit, TAX 985; Jeffrey Rubinger)
These instruments 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.
Estate Planning (1 credit, TAX 958; Christopher Boyett)
This course 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.
Federal Tax Procedure (2 credits, TAX 943; Karen Lapekas)
This course covers major aspects of tax procedure, tax controversy, and tax dispute resolution. It also includes an in-depth analysis of the United States Tax Court tax litigation process. The analysis encompasses the organization and jurisdiction of the courts, choice of forum, pleadings, problems in major cases, partnership litigation, the trial process (particularly with respect to discovery, stipulations of facts, burden of proof, and evidentiary questions), briefs, the decisional process, and post-trial activity (including attorney's fees and appeals).
Representing High Net Worth Individuals (2 credits, TAX 917; Jennifer Wioncek)
This course deals with inbound and outbound tax issues encountered in representing high net worth individuals/private clients. The following topics are 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, Check the Box Planning, 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.
Income Tax Treaties (2 credits, TAX 973; Jacques Sasseville)
focusses on the analysis and interpretation of the typical provisions of bilateral tax treaties. It does so on the basis of the OECD and UN Model Tax Conventions and in the light of the U.S. Model Income Tax Convention. The course discusses common planning methods utilizing tax treaties, as well as common anti-abuse rules found in these treaties.
Income Tax of Trusts and Estates (2 credits, TAX 910; John Anzivino / Mark Scott)
In this course students study 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.
International Transactions: Europe (1 credit, TAX 918; Christian Wimpissinger / Andrew Solomon)
This course 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.
International Transactions: Latin America (1 credit, TAX 930; Ricardo Escobar / Matthew Berman)
This course 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.
Introduction to Financial Instruments (1 credit, TAX 984; Jeffrey Maddrey)
Financial instruments 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.
Limitations on Loss Utilization (1 credit, TAX 922; Kevin Hennessey)
This course covers the many Code sections which limit the use of net operating losses including Sections 269 and 382, at risk and passive loss limitations, as well as the special rules affecting cancellation of indebtedness and worthless stock.
State and Local Taxation (1 credit, TAX 977; Charles Mercer / Reed Hollander)
This course 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.
Tax Accounting (2 credits, TAX 968; Luis Arritola)
This course 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.
Taxation of Shipping (1 credit, TAX 927; James R. Border)
Students will learn the basics of international transportation operations with an emphasis on maritime transportation, national and international regulation, and how various countries tax shipping operations. United States federal and state tax provisions and those of other countries will be analyzed and compared. The application and impact of tax treaties, transportation agreements and the UN Convention on the Law of the Sea on income and other taxes imposed on shipping and necessary to an understanding of the structure of global shipping operations will be reviewed. Non-tax maritime considerations will be introduced for a broader understanding of the industry. The course will address both current taxation of shipping and the pending proposals at the OECD, United Nations, European Union, and other international bodies.
Partnership and Property II (1 credit, TAX 991; Dana Trier)
The topics discussed in this course include: the disguised sale rules, particularly the application of such rules to formation of real estate partnerships and UPREIT structures; the mixing bowl rules; partnership termination and related classic revenue rulings such as Rev. Rul. 99-5 and 99-6; the carried interest rules; Section 199A; and the Section 163(j) interest deductibility limitation and its applicability to real estate and partnerships.
Taxation of Executive Compensation (2 credits, TAX 908; Dana Trier)
This course covers the U.S. federal income tax rules relating to the compensation of executives and other highly compensated service providers. After an introductory conceptual overview of the tax economics of deferred compensation and the core rules relating to such compensation, the course will address four basic topics: the tax regimes governing defined benefit pension plans,
section 401(k) plans and other tax favored benefits; the statutory provisions applicable to nonqualified cash compensation, including section 409A of the Code; the tax treatment of equity based compensation, with a particular emphasis on section 83 of the Code; and the tax treatment of executive compensation in mergers, acquisitions and other corporate transactions. To the extent time permits, the course will also cover the rules relating to tax exempt organizations and foreign employers ( such as off shore hedge funds), including sections 457 and 457A.
Introduction to U.S. International Tax Policy (1 credit, TAX 901; Dana Trier)
This course presents an overview of the policies that govern the approach of the U.S. government to international taxation. The course will begin with a description of the institutions in the U.S. government that formulate U.S. international tax policy, a brief summary of the U.S. international tax rules, and an overview of the U.S. Tax Treaty system and treaty policy. Then, the course will discuss pervasive policy concepts and problems such as the concepts of capital export, capital import and capital ownership neutrality; the problems of "tax competition," "stateless" income and international "tax arbitrage"; and the challenges of the digital economy. After these general concepts and problems have been discussed, the course will address in some depth transfer pricing, including the role of the arm's length method and its alternatives. Finally, the course will address several interrelated policy issues of current interest: the role of corporate tax rates in international tax policy; minimum taxes like the recently enacted GILTI rules and proposals for a global minimum tax; and the treatment of the interest deduction in the international context.
U.S. Tax Policy: Current Topics (2 credits, TAX 906)
This course will discuss and analyze U.S. tax policy issues, with a special emphasis on recent tax developments, including the Biden administration’s tax proposals and the Tax Cuts and Jobs Act (most of which took effect in 2018). The course will include discussion and analysis of the policy debates concerning capital gains rates, the corporate tax rate (as compared to tax rates for individuals and for activities conducted through partnerships), real estate investments (including section 1031 like-kind exchanges), tax benefits regarding principal residences, and the estate tax rules (as well as the basis of inherited property). The course will also cover policy debates and issues relating to international tax, including the basic goals of U.S. international tax policy, taxation of intangibles, the relatively new GILTI regime, the concepts of capital import and export neutrality, the problem of income that escapes tax everywhere, hybridity and cross-border arbitrage, coordination between countries, and recent proposals for an international minimum tax on corporations. (Note that the tax policy topics listed above may be modified to allow discussion of any new U.S. tax developments that occur during the semester.)
Taxation of Athletes and Entertainers (1 credit, TAX 926)
A case study, issue based practical introduction to tax issues and planning questions faced by professional athletes and entertainers. There will be several guest speakers. There will be no exam but there will be a final project and short weekly exercises.