TAX LAW

PENN LAW FACULTY

PENN LAW ADJUNCTS & LECTURERS

TOLL PUBLIC INTEREST CENTER PARTNERS AT PENN

Wharton Tax Assistance Program
    • wga.wharton.upenn.edu/club_info.asp

Wharton MBA Program
    • mba.wharton.upenn.edu/mba/

PRO BONO PLACEMENTS

AIDS Law Project of Pennsylvania
Campaign for Working Families - VITA Program
City of Philadelphia Law Department
Holsten & Crisci
Jewish Federation of Greater Philadelphia
Miami-Dade County Attorney's Office
New York City Tax Appeals Tribunal
Philadelphia Volunteers for the Indigent Program (VIP) - TAX
Regional Housing Legal Services
Shearman & Sterling, LLP
Smerconish, Michael, Esquire
The American Chamber of Commerce, People's Republic of China
Tikvat Yisrael, Inc.
U.S. Representative Sander Levin
U.S. Senator Arlen Specter
University of Pennsylvania Office of the Vice President and General Counsel

Penn Law Courses

Tax issues relating to the formation, capitalization, operation, restructuring, liquidation, and reorganization of corporate entities form the core of this course. The course will examine the tax consequences of equity and debt to both the issuing corporation and the shareholder or holder of corporate debt instruments and will provide a brief introduction to certain hybrid financial products commonly issued or acquired by corporate entities. While the focus is on tax issues, the business reasons for engaging in various transactions will be an integral part of the course. This course is useful both to students considering tax practice and to students interested in general business practice.  Prerequisite: Federal Income Tax I

This course covers the labor-law and tax aspects of laws governing employee benefit plans. The course will include an analysis of the Internal Revenue Code ("IRC"), Employee Retirement Income Security Act (ERISA), the Age Discrimination in Employment Act ("ADEA"), Title VII of the Civil Rights Act ("Title VII"), the Americans with Disabilities Act ("ADA") and the Labor Management Relations Act ("LMRA") as they relate to employee benefit plans. The IRC requirements relating to retirement type plans (i.e., pension, profit sharing and stock bonus plans) will be covered generally. In addition, benefits frequently included as part of an employer's benefits package will be discussed.

A detailed study of law and policy of federal estate and gift taxation. Important current estate planning issues and techniques will also be examined. The class format will be essentially Socratic coupled with lectures when time demands.

This course presents an introduction to the basic principles of the federal income tax. The course is designed both to educate the generalist in the fundamentals of taxation and to provide a foundation for those students who wish to take advanced tax courses. This course is a prerequisite for Corporate Taxation and other advanced tax courses. (Course offered in Fall and Spring terms)

The course follows the change in wealth from physical to intangible - Andrew Carnegie to Bill Gates. Modern income does not come from manufacturing steel and cars so much as from supplying data, communications, and entertainment. Tax (and other legal rules) were conceived when you could see where income was earned: at the steel plants in Pittsburgh, at River Rouge near Detroit. Now signals are sent from who knows where; and tax law must determine where it is earned by rules that look at how it is earned, from the performance of services or the transfer of property. For instance, if Tiger Woods gets money from Nike for wearing its clothing at a golf tournament, is his income earned where he wears it (physical services) or where the goodwill associated with his reputation is televised? The material deals with these questions, which reflect the enormous revolution of recent years and for which traditional rules were not conceived. For that reason, the focus is on concepts (what is a service, what is the transfer of property, does one own property pursuant to commercial law or economically), rather than the details of rules which tax law continually revises. The Code is longer than Shakespeare, but ideas stay put. Consistent with this approach, the book emphasizes the reasons for the rules rather than their details. Everything is open book, and relevant rules and concepts are repeated. The idea is not to trick or confuse anyone, but to open up thinking for a field that everyone is just beginning to look at. In part for that reason, there are no prerequisites. What are services, or where they are performed, is up for grabs. Although a merger has been a merger for 100 years and will remain so, people have just started to deal with internet gambling and the downloading of software.

This course deals with entrepreneurs and emerging growth companies which they generate. A hypothetical example of a start up technology or life sciences venture will serve as the backdrop for exploring the numerous substantive disciplines which are commonly implicated in such representations, including corporate and tax issues considered in entity formation, protection of intellectual property, issues surrounding the raising of seed and venture capital, labor and employment, outsourcing and equity compensation issues. Discussion of such issues will be lead by guest lecturers expert in such areas. In addition, to provide the practical background for understanding the role of the emerging growth lawyer, the course will also feature prominent guest speakers who will address preparation of a business plan, the role of the accountants, organizational build out consultants, investment banks and venture capitalists. The course will conclude with a panel of Chief Executive Officers of successful emerging growth companies who will describe their experiences with legal issues and the role of the lawyer in facilitating their successes. In addition to covering the substantive and practical disciplines inherent in representing such companies, the course will track how those issues change and the answers evolve throughout the life cycle of an emerging growth company, from start-up through initial public offering or exit.

This seminar covers basic legal issues which are distinctive for nonprofit organizations, primarily charities but also other organizations exempt from federal income taxation. It concentrates on federal tax law, including obtaining and maintaining tax exempt status; distinguishing between public charities and private foundations; income-generating activities; Form 990 tax reporting; and operating private foundations. It covers structuring and operating nonprofits under state law; corporate governance; bylaw drafting, mergers, acquisitions and strategic alliances; officer and director personal liability and insurance protection; and the law of volunteers. It covers charitable solicitation registration requirements. It covers the basic principles of charitable giving law and includes a session on ethical issues for nonprofits and for lawyers on their boards. The emphasis is on practical solutions to real problems of nonprofit executives. The seminar is taught by a practitioner with more than 35 years of experience in representing nonprofits on all types and more than 15 years writing and publishing a national newsletter on nonprofit law.

This course explores the federal income tax aspects of conducting a business or investment activity as an enterprise that is taxed as a partnership for tax purposes, rather than as an association taxable as a corporation. The course considers when joint undertakings cross the line from mere co-ownership to taxation as a partnership (and why the rules developed as they did), the way in which the results of partnership operations are taxed (and why or why not the rules reach the correct result), and why business start-ups might choose to operate initially in partnership form. In some areas, I may ask if an alternate approach would have achieved a better result. No partnership course could be complete, however, without considering why partnerships tended to be the business form of choice for the dreaded "tax shelter" (whatever that is). Neither familiarity with accounting principles, balance sheets or income statements, nor exposure to sophisticated business transactions, should be considered a prerequisite. I ask only that you bring an open mind and a willingness to read some admittedly complicated Treasury Regulations. The text will be supplemented with Examples intended to reinforce the technical rules described in class. Prerequisite: Federal Income Tax I

Traditionally, law school tax courses concentrate on the logic of the income tax system while ignoring how taxes affect business decisions. The objective of this course is to fill this gap by building a conceptual framework for recognizing tax planning opportunities and applying basic principles of tax strategy. The goal is to provide students with a method of thinking about taxes that will be valuable as the laws change. There are no law school courses that students are required to have taken before they can take this course. Nonetheless, it is advisable that students have taken or currently be enrolled in federal income taxation and corporations. By law school standards, this course will involve a great deal of algebraic manipulation and calculation involving basic financial formulae (e.g., net present value and discounting). It is, thus, necessary that students be familiar with basic financial concepts and formulae and in addition that they be comfortable with both basic algebra and with making calculations. It is also desirable that students have some rudimentary knowledge of economics.

The seminar will focus on original papers by some of the leading scholars in tax policy and public finance. In alternating weeks, the professors and the students will discuss the following week's paper and perhaps related work that has been assigned in class. At the next meeting, the professors and students will be joined by the paper's author for an extensive and we hope lively discussion of the paper. The seminar is intended to give students the opportunity, rare in law schools, to participate in serious work on tax policy through the equivalent of an advanced graduate-level seminar.