- Corporate Taxation - The course will focus on tax issues relating to the formation, capitalization, operation, restructuring, and liquidation, of corporate entities. We will also discuss the parallel rules that apply to S Corporations. The course will examine the tax consequences to both the corporation and the shareholder. This course is useful to students considering tax practice and to students interested in general business practice. Federal Income Tax I is a prerequisite. Students will be expected to have a copy of the Code and Regulations (student edition).
- Employee Benefits - 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.
- Federal Income Tax - 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.
- International Business Transactions - This course provides an overview of the legal issues—domestic, foreign, and international—that arise when U.S. companies do business abroad. Transactions discussed include export sales, agency and distributorship agreements, licensing, mergers and acquisitions, joint ventures, privatization, project finance, and foreign government debt. The course also covers U.S., foreign, and international regulation in such areas as antitrust, securities, intellectual property, tax, and foreign corrupt practices. The course does not cover U.S. rules on import restrictions or W.T.O. matters.
- International Tax - This is a basic course on international taxation from a U.S. perspective. The course will cover both the U.S. taxation of U.S. persons engaged in international activities (outbound taxation) and the U.S. taxation of foreign persons engaged in U.S. activities (inbound taxation). Topics will include the scope of U.S. taxing authority, source of income issues, transfer pricing, foreign tax credits, anti-deferral rules, etc. The goals of the class are to provide an overview of the relevant law, to identify and wrestle with the types of international tax issues that frequently arise today, and to become familiar with the underlying international tax policy issues that are being discussed today. A basic tax class or permission of an instructor is a prerequisite for this course. Class participation will be taken into account.
- Legal Aspects of Entrepreneurship - This course introduces students to the unique role of the lawyer in counseling 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. Professors Goodman and Jannetta are both Partners in the Emerging Growth Practice at Morgan, Lewis & Bockius LLP. There will be a takeaway exam.
- Partnership Tax - 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. Federal Income Taxation I is a prerequisite, however. All students are required to bring a copy of the Internal Revenue Code and a copy of the Treasury Regulations (excerpts from the Regulations are included as a supplement to the course materials) to class every day.
- Structured Finance and Securitization - This course is designed to familiarize the student with the underlying legal concepts necessary to understand contemporary securitization and structured finance transactions. The course will introduce the basic economic elements of securitization and the economic business rational for this type of finance. Today, structured finance and securitization is a major element of the worldwide capital markets practice. The topics covered will include commercial finance, including Article 9 of the Uniform Commercial Code, corporate law, securities and investment company act regulation, bankruptcy law and securitization, tax issues and structuring considerations in securitization transactions, bank regulatory aspects of securitization, and cross-border securitization transactions.
The course will focus on the many types of securitization that exist today and show how different legal disciplines interact in each of the transaction. The course will require some knowledge of introductory corporate and tax law and some exposure to basic bankruptcy law concepts. Introductory Securities Regulations will also be helpful. The course will not require any background in the economics of securitization or related capital markets transactions, although this may be helpful. It is the goal of the course to provide a thorough introduction to this area of practice so that a student has skills to evaluate these types of transactions in a law firm or investment banking firm setting.
- Tax Policy Seminar - 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.
- Taxation of Business Entities - Modern tax practice requires a panoptic understanding of business forms. The classic “C corporation” no longer predominates, and it is not unusual for a single deal structure to incorporate a variety of business entities. This course covers major topics in the taxation of corporations (both “C” and “S”), limited liability companies, partnerships, and their owners. The course is organized primarily topically; business forms are analyzed in parallel fashion topic by topic. Topics include the choice of entity, contributions from owners to businesses, business operations, and distributions from businesses to owners. The course objectives are two: to provide students with a general sense of the landscape of business taxation; and to instill in students the sort of deeper understanding of each business form that derives from explicit and frequent comparison to alternatives. The course is intended for two types of students. First, it is addressed to students who wish to specialize in tax law, and who may go on to take courses on partnership tax or corporate tax, which would generally cover a different set of more specialized topics. The course is also intended for students who are not planning to specialize in tax, but who believe they would benefit from a general examination of business tax issues, perhaps as a complement to their study of other areas of business law.
- Taxation of Financial Products - In recent years, there has been a tremendous growth in the amount and variety of financial instruments available on Wall Street. In many cases, these new instruments have not fit neatly into the traditional tax law categories for taxing financial instruments and have posed a serious challenge to the tax laws. Policymakers have struggled to develop administrable rules that tax such instruments fairly without providing too great an opportunity for abuse.
This course will examine the tax law's response to these instruments. Topics may include discount and premium on debt instruments, futures contracts and their use in straddle transactions, interest rate and foreign currency swaps, hybrid debt instruments, equity swaps and other derivatives, and securitization. Emphasis will be placed on understanding the economics of the transactions as well as their taxation. Prerequisite: Federal Income Taxation or permission of instructor.