Tax Courses, Seminars, and Reading Groups (2021-2022)

Complete course descriptions are available online in the HLS Course Catalog.

Foundational Course

Taxation (4 credits) This course focuses on the U.S. federal income tax and the policy considerations that inform the design of the tax, which has become an important governmental tool for influencing many aspects of modern American life. The course accordingly examines not only the concept of taxable income, but also how the federal government uses the tax to influence the behavior of taxpayers, whether wealthy (e.g., the capital gains preference), middle-income (the education credits) or lower-income (the earned income credit). A principal goal of this course is also to teach students to analyze and apply a complex federal statute. Unless waived by the instructor, Taxation is generally a pre-requisite for J.D. students in the advanced tax courses.  Abrams (Fall 2021), Desai (Fall 2021), Kaplow (Spring 2022), Warren (Spring 2022)

Advanced Courses

(These courses can be taken in any order. Unless waived by the instructor, Taxation is a prerequisite for advanced courses, except for Trusts and Estates.  In addition, Taxation of Business Corporations is a prerequisite for Structuring Deals.)

Structuring Deals: Uncovering Tax and Structuring Strategies in M&A and Other Public Transactions (2 credits) This course will explore how Federal income tax considerations and related structuring considerations shape today’s deals, including mergers, acquisitions, restructurings, public offerings and other landmark corporate transactions. Students will study SEC filings related to these transactions in order to discover the strategies behind their particular form and structure. The course will be presented from the vantage point of legal and financial advisors to the transaction, so that students will become familiar with the framework that governs these corporate transactions, with a particular focus on “real world” approaches and strategies—how abstract principles are applied in practice and how ambiguities and uncertainties are resolved (or managed). In addition to assuming the role of “advisors,” students will explore the role of public filings as the “case law” of public deals and their practical precedential effect, the gatekeeping function of investment bankers and lawyers in a system of voluntary enforcement, the legislative and regulatory responses to publicly announced deals, and the intended and unintended consequences on deal dynamics. The goal of the course is for students to gain a general understanding of the relevant legal and financial concepts, as well as how these concepts create their own body of tax and corporate “lore” (if not “law”) and their normative implications. The course will take a “case study” approach, by focusing on particular transactions and categories of transactions to explore how themes develop. Relevant tax concepts or statutory provisions will be discussed as relevant to each class, but the focus will be on understanding how such concepts affect structuring of the transaction and the evolution and development of such concepts across multiple transactions. Alter and Wang (Spring 2022)

International Taxation (2 credits) This course will cover the basic federal income tax concepts, policy and law relating to taxation of foreign persons with U.S. activities and U.S. persons with foreign activities. The course will discuss long-standing aspects of federal income tax law, as well as rules enacted in 2017 central to that year’s federal income tax reform. New legislation, if any, may be covered as well. In our global economy, federal income tax law relating to cross-border activity affects many business and investment decisions. The course would be of interest to future tax lawyers and transactional lawyers as well as those interested in statutory interpretation. Paul (Spring 2022)

Partnership Tax (3 credits) This class covers the formation, operation, and liquidation of all entities taxable as partnerships including general partnership, limited partnerships, and LLCs. Distributive shares as determined under sections 704(b) and 704(c) are emphasized along with allocations of partnership indebtedness and optional inside basis adjustments. This is an important course for students interested in a career in tax law or in real estate. Abrams (Winter 2022)

Taxation of Business Corporations (4 credits) This course covers the major tax law and policy issues involved in the organization, operation, and restructuring of U.S. corporations, including the tax treatment of corporate shareholders. The course provides the tax background necessary for understanding and participating in the creation of many types of business transactions of both publicly and closely held enterprises, including acquisitions, liquidations, mergers, and divisions. In the U.S., the structure of these major corporate transactions is very heavily influenced by the applicable tax provisions. Brennan (Spring 2022)

Trusts and Estates (4 credits) This course examines freedom of disposition in American succession law by way of: (a) intestate succession; (b) wills (including execution, revocation, interpretation, and contests); (c) will substitutes (i.e., nonprobate transfers) and planning for incapacity; and (d) trusts (including creation, fiduciary administration, modification, termination, spendthrift and other asset protection trusts, and charitable trusts). Sitkoff (Spring 2022)

Seminars and Reading Groups

(These seminars and reading groups can be taken in any order.  Any prerequisites and co-requisites are indicated in each case.)

Estate Planning (2 credits) This course will examine basic and sophisticated estate planning techniques. It will take a practical perspective, studying how the estate planner navigates the federal transfer tax and property law rules with sensitivity to a client’s personal circumstances and concerns in order to achieve the client’s objectives. Grading will be based upon practice exercises and class participation. The Trusts and Estates course is a prerequisite or co-requisite. Bloostein (Spring 2022)

Federal Tax Clinic (3-5 clinical credits) and Taxation Seminar: Federal Tax Clinical Seminar (2  credits) You must enroll in both. Students in the Federal Tax Clinic represent low-income taxpayers in controversies with the IRS, both before the IRS and in federal court. Students will work individually and in teams to represent taxpayers involving examinations, administrative appeals, collection matters and cases before the United States Tax Court and Federal District Courts. In the Federal Tax Clinical Seminar students learn the substantive law, procedural context, advocacy skills, and ethical rules necessary for the effective representation of low-income taxpayers before the IRS and in federal court.  Fogg (Fall 2021), Fogg (Spring 2022)