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 2023), Brennan (Fall 2023), Desai (Fall 2023), Kaplow (Spring 2024), Warren (Spring 2024)
Advanced Courses Building on the Foundational Course
(These advanced courses have Taxation as a prerequisite and can be taken in any order, except that Taxation of Business Corporations is a prerequisite or co-requisite for Structuring Deals.)
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 2024)
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 (Fall 2023)
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 2024)
Tax Aspects of Structuring Deals (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. 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. Alter (Spring 2024)
Seminars and Groups Building on Foundational Course
(These seminars and groups have Taxation as a prerequisite and can be taken in any order.)
Taxation Seminar: Tax Law, Finance, and Strategic Planning (2 credits) This seminar develops tools for understanding and evaluating the effect tax laws have on strategic planning in both business and personal contexts. The perspective taken is generally that of financial economics, with cash flows resulting from transactions being viewed as items which are subject to valuation using asset pricing techniques. This approach allows for a precise understanding of where the value in a transaction comes from and how careful tax planning can help maximize this value. Consideration is also given to policy responses to strategic planning. No advanced coursework in finance is assumed, but a variety of concepts are introduced in the course, and students are expected to learn how to use them effectively in the context of arriving at optimal tax strategies. Techniques covered include present value analysis, the use of payoff diagrams, option pricing using simple models and the Black-Scholes formula, and, as time permits, application of tax strategies to data sets based on historical and simulated financial data. Brennan (Fall 2023)
Writing Group: Taxation (1 credit) This writing group provides students working on papers on tax-related topics an opportunity to learn about the research and writing process in tax and to discuss their ideas with each other as their projects progress throughout the year. In initial sessions, early ideas will be discussed and critically analyzed to help authors direct and focus their projects. Throughout the year, we will also read selected papers from the literature to get a sense of different styles and identify strengths and weaknesses in various approaches and executions of ideas. In later sessions, group members will read each other’s outlines or drafts and provide feedback. Group members will also present their own late-stage papers to the group and receive feedback and analysis. Participation in the writing group requires enrollment in two or three credits of independent written work supervised by the writing group faculty member. Enrollment in a writing group is optional and not a requirement for undertaking independent written supervised work. This group will meet for 12 hours during the fall and spring semesters and is graded on a Credit/Fail scale. Brennan (Fall 2023 / Spring 2024)
Tax Course Not Requiring the Foundational Course in Taxation
(This course does not have Taxation as a prerequisite.)
Maximizing Joint Gains: How Taxes Affect Business Decisions (3 credits) This course is taught from a book written by B-school professors for B-school students. It is entirely self-contained: there are no prerequisites. We will learn the basic rules of federal income taxation without worrying about the details, and we will determine how those rules affect business decisions. The assignments will require detailed computations (largely of present values). The exam will not require any computations but the students will be asked to describe (with words and equations) how the computations would be made. We will look at a variety of topics including choice of deferred compensation for high net worth individuals, choice of business organization, funding choices, form of merger and acquisition activity, and choice of location (domestic and foreign). The text is Scholes et al., Taxes and Business Strategy (6th ed. 2019). Abrams (Spring 2024)
Courses with Substantial Connections to Tax
(These courses are in areas with substantial connections to tax. Taxation is not a prerequisite for these courses.)
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 2024)
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 2024)
ERISA (2 credits) This two credit course will cover the comprehensive employee benefits regime under the Employee Retirement Income Security Act, otherwise known as “ERISA”. Our goal will be to provide students with a working understanding of the history and policies driving the legislative and regulatory efforts, the range and types of benefit plans affected, and the issues and challenges facing employers, employees, and fiduciaries. Our primary context will be retirement plans – including traditional pension plans, 401(k)s and IRAs, and those responsible for funding and stewardship of the trillions of dollars underwriting our private retirement systems. Rosenberg (Spring 2024)
Clinical Offerings in Tax
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. Patten (Fall 2023), Patten (Spring 2024)