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Graduate Tax
Course Descriptions
Prerequisite courses are designated.
Core Curriculum
LL.M. Candidates
- Introduction to Taxation
- Taxation of Property Dispositions
- Tax Procedure
M.T. Candidates
- Legal Orientation
- Introduction to Taxation
- Taxation of Property Dispositions
- Tax Procedure
LTX-3219
Advanced Tax Issues - Bankruptcy
2 Credit Hours
The course offers instruction in the tax aspects of bankruptcy for
individuals, partnerships, corporations and S Corporations, and the tax
treatment of troubled businesses from the debtor and creditor point of view.
Because the course is designed to treat current issues of interest to the tax
practitioner, course content is generally at the discretion of the instructor.
Prerequisites
Taxation of Corporations and Shareholders, Partnership Taxation
LTX-5203
Benefit Aspects of Business Transactions
2 Credit Hours
The course focuses on the basic decisions about designing, operating,
amending, and terminating employee benefit plans that must be made in a variety
of business contexts. The primary focus is on tax-favored benefits, such as
pensions and health care. Fiduciary, accounting, and human relations factors are
covered, along with relevant tax law. Topics covered include whether start-up
companies should consider benefit plans; the use by employers of pension plans;
limits on reducing benefits during business downturn; rights of employees to
benefits when a benefit plan terminates.
Prerequisites
Taxation of Corporations and Shareholders; and one other course chosen from
Compensation Planning, Employee Benefits, or Qualified Pension and Profit
Sharing Plans.
LTX-2106
Business Planning
2 Credit Hours
Integrated study of corporate, financial, tax accounting and SEC aspects of
the following: organization of a small corporation, organization of a public
corporation, stock dividends, re-capitalization and stock redemptions in the
context of stockholder conflict, corporate liquidations, corporate mergers and
acquisitions.
Prerequisites
Taxation of Corporations and Shareholders, Partnership Taxation
LTX-3129
Compensation Planning
2 Credit Hours
The course concentrates on non-qualified deferred compensation, contribution
limitations and benefit distribution opportunities with respect to qualified
deferred compensation plans, fringe benefits including welfare benefit plans,
non-discrimination tests, and all aspects of equity compensation including stock
bonus plans and stock options (incentive stock options and non-statutory stock
options).
Prerequisites
Core Curriculum
LTX-2216
Computer Applications in Tax Law
2 Credit Hours
The course explores the advantages, disadvantages and application of
automated document drafting, database management, spreadsheet analysis and
telecommunications. Substantive areas covered may include electronic return
filing, deferral and present value computations, generation of protests and
petitions, and return item analysis. The course will use substantive areas of
tax law to illustrate the mechanics and techniques of computer use.
Prerequisites
Core Curriculum
LTX-4020
Computer Utilization Seminar
No Credit
The Seminar covers the use of computers and digital technology in electronic
communications, internet legal information sites, and access to computer-based
resources for legal research.
LTX-3118
Consolidated Returns and Affiliated Corporations
2 Credit Hours
Detailed examination of the consolidated income tax return regulations and
consideration of other problems encountered by affiliated groups of
corporations.
Prerequisites
Taxation of Corporations and Shareholders
LTX-3226
Corporate Tax Planning
2 Credit Hours
Advanced level corporate tax course in which student teams will be required
to analyze a proposed transaction and prepare a ruling request or opinion letter
for a client. The ruling request or opinion letter will be presented to the
class by the teams. Transactions will be based on actual or proposed corporate
acquisitions, dispositions, mergers, terminations or inter-corporate
transactions. Each team will be expected to function as a group of tax
associates, taking facts as given, defining the issues and presenting solutions.
Problems assigned may require study of areas of corporate tax not covered in the
prerequisite.
Prerequisites
Taxation of Corporations and Shareholders
LTX-7015
Digital Security for the Tax Practitioner
2 Credit Hours
In the headlong rush to put information and to do business on the Internet
and using wide-area networks, the security of information took a back seat.
However, recent events regarding the improper exposure of confidential
information from online stores, the hacked release of private financial records
from e-business centers, and the new wave of cyber-terrorism placed information
security law in the forefront. Tax practitioners must understand the new
liabilities in order to plot a course of compliance and ensure the integrity of
tax and accounting information. This course will examine both the criminal and
civil aspects of information security law and review the past century's
evolution of privacy and how it plays out in a digital communications world.
LTX-4004
Drafting Fundamentals for Estate Planning Documents
2 Credit Hours
This course deals with the tax and non-tax considerations involved in
drafting estate planning documents including: simple and pour over wills,
marital deduction and unified credit shelter trusts, irrevocable life insurance
trusts, buy sell agreements, grantor retained income trusts, and family limited
partnerships. In addition to addressing the tax implications of these documents,
the course will instruct the student in the fundamentals of document
organization and drafting technique.
Prerequisites
Federal Wealth Transfer
LTX-4010
Electronic Commerce
2 Credit Hours
This course will focus on emerging legal issues relating to electronic
commerce, with emphasis on commercial transactions using web sites. It will
discuss web site formation and domain name registration, electronic contracting
issues, electronic payment and taxation, advertising, and various implications
of engaging in electronic commerce, including privacy and liability issues.
LTX-6245
Employee Benefits
2 Credit Hours
This course covers the labor-law and tax aspects of the Employee Retirement
Income Security Act (ERISA) coverage of employee pension and welfare benefit
plans. Topics include reporting and disclosure, preemption, fiduciary
responsibility and prohibited transactions. The Internal Revenue Code
requirements relating to retirement-type plans (i.e., pension, profit sharing
and stock bonus plans) will be covered generally. The course will also address
PBGC coverage and multi-employer plans. In addition, some other benefits
frequently included as part of an employer's benefits package will be
considered. This course is also offered at the J.D. level.
Prerequisites
Core Curriculum
LTX-3355
Employee Benefits Law
1 Credit Hour
This course deals with select areas of non-tax law which underpin the tax principles that affect employee benefits, e.g., employment law, labor law, and contract law. Course content is designed to interface with the non-tax content of the substantive employee benefits courses. Prerequisites None
LTX-2105
Estate Planning
2 Credit Hours
Prototype dispositive schemes for married and unmarried couples; the use of
inter vivos trusts in estate planning including the minor's trust, insurance
trust and charitable trust; planning for the executive and business owner,
business transition techniques and planning for individuals with special needs.
Prerequisites
Federal Wealth Transfer Taxation
LTX-2210
Estate Planning for Business Owners
2 Credit Hours
This course deals with the development of a lifetime and testamentary
dispositive scheme for the owner of a business. All three federal transfer taxes
(estate, gift and generation skipping tax), and the federal income tax are
considered. Areas emphasized are: retirement distributions, liability
protection, buy-sell agreement provisions, the use of life insurance techniques,
valuation freezes, gift-giving techniques, marital deductions, deferring estate
tax under I.R.C. § 6166 and I.R.C. § 303 redemptions and other post-mortem
considerations.
Prerequisites
Taxation of Corporations and Shareholders, Federal Wealth Transfer Taxation
LTX-3123
Exempt Organizations
2 Credit Hours
An examination of the Code provisions related to qualification for exemption
from federal income tax, with special attention to the § 501(c)(3) exemption,
private foundations, treatment of unrelated business income, and charitable
contributions.
Prerequisites
Core Curriculum
LTX-2209
Federal Tax Collection
2 Credit Hours
This new course covers a wide variety of federal collection procedural and legal issues, including the creation, scope, duration and priority of tax liens, the priority and
dischargability of taxes in bankruptcy proceedings, offers in compromise, installment agreements, administrative and judicial proceedings, including collection due process, and transferee and responsible person liability.
Prerequisites
Core Curriculum
LTX-3111
Federal Wealth Transfer Taxation
2 Credit Hours
Substantive provisions of federal estate and gift tax laws and the
generation-skipping transfer tax provisions, including: transfer with retention
of an interest or power, joint interests, life insurance proceeds, property
subject to powers of appointment, marital deductions and split gifts.
Prerequisites
Core Curriculum
LTX-3227
International Tax Seminar
2 Credit Hours
Course coverage is at the discretion of the instructor. In general, the
topics will highlight matters such as current issues involving the outbound
investment of U.S. capital, and inbound investment of foreign capital allocation
of expenses in calculating the foreign tax credit, funding multinational
corporations, and in-depth consideration of treaty applications.
Prerequisites
U.S. Taxation of International Business Operations or significant experience in the topic area.
LTX-4002
Internship-Internal Revenue Service, District Counsel
2 Credit Hours
Students work 12 hours per week in four-hour blocks under the direction of
the District Counsel or another lawyer in his Philadelphia office. The District
Counsel's office provides legal advice on a broad range of matters to the Office
of the Commissioner of the Internal Revenue Service, and represents the IRS in
the United States Tax Court and the United States Bankruptcy Court. According to
IRS Guidelines, interns may not be simultaneously employed in a job that results
in a conflict of interest or an apparent or potential conflict of interest. The
District Counsel has interpreted this to mean that the student may not work for
another firm or organization (other than the law school) in any legal capacity
during the internship semester.
Prerequisites
Core Curriculum
LTX-7005
Introduction to Digital Law
2 Credit Hours
This course is comprised of four modules: Digital Technology in the Office;
Issues Likely to Arise in Practice; Legal Implications of Doing Business in the
Digital Marketplace - Tax, Securities and Banking; and Technology as a
Marketplace - Industry Restructuring and Trade Implications. The course explores
the gamut of issues facing practicing lawyers, and other professionals in the
digital age. Topics include electronic commerce, taxing sales on the Internet,
international trade implications of the Internet, privacy issues involved in
data collection, and ethical issues of practicing law in the digital world.
Prerequisites
Core Curriculum
LTX-1105
Introduction to Taxation
2 Credit Hours
Analysis of fundamental tax concepts, including selected items of gross
income and deductions, accounting periods, income recognition and deduction
allowances under the cash and accrual methods, treatment of prepaid and
contested items of income and expense, an introduction to the time value of
money, basic alternative minimum tax issues and other substantive tax
principles.
Prerequisites
Legal Orientation (M.T. Only)
LTX-3229
Legal Orientation
2 Credit Hours
The course introduces students to the use of decisional and statutory law in
the tax field, and to the rules that govern professional responsibility in
federal tax practice. The course presents a survey of the legal principles
governing estates, trusts, and property in a context that sets the stage for
later study in required and elective tax courses that depend on those
principles. The professional responsibility component examines ethical issues
which confront the tax practitioner, including problems of advice in return
preparation, disclosing a weakness in the taxpayer's position, issues that arise
in return examinations, disclosure of adverse facts and law, and the applicable
standards promulgated by the Internal Revenue Service and the AICPA. This course
is limited to M.T. candidates.
LTX-3300
Negotiating and Drafting Tax Provisions in Corporate Acquisition Agreements
2 Credit Hours
This course emphasizes the technical tax issues that arise in the context of
negotiating and drafting tax related provisions in corporate acquisition
agreements. Students will analyze such issues in the context of taxable asset
acquisitions, taxable stock acquisitions, tax-free reorganizations, and selected
alternative means of acquiring less than substantially all of the assets or
stock of a target corporation. Specific analysis of provisions related to tax
representations, tax indemnifications, tax covenants, tax elections, tax
opinions, and tax disclosures will be addressed.
Prerequisites
Taxation of Corporations and Shareholders
LTX-2204
Partnership Taxation
2 Credit Hours
Tax treatment of partnerships and partners, problems associated with the
formation, operation and dissolution of the partnership, sale of a partnership
interest, termination, and retirement and death of a partner. Substantive issues
discussed include definition of a partnership, allocation, the impact of
ordinary income assets, basis adjustments, and the treatment of partnership
liabilities.
Prerequisites
Core Curriculum
LTX-3130
Post Mortem Estate Planning
2 Credit Hours
The course covers federal tax issues and many state probate law issues that
arise in the settlement of a decedent's estate. The course is divided into four
units. They include the use of disclaimers and/or the QTIP election to obtain
the optimum marital deduction bequest, post death accounting problems
encountered by owners of pass-through entities, income tax consequences of
property distributions in satisfaction of bequests, and opportunities for estate
tax deferral or special use valuation.
Prerequisites
Federal Wealth Transfer Taxation, Taxation of Trusts and Estates, or equivalent experience in the topic area.
LTX-3350
Probate Process and Practice
1 Credit Hour
This course examines practice and procedures before the Register of Wills and the Orphans' Court. Using a case study, all aspects of estate administration with specific reference to the statutory provisions of the Pennsylvania Probate, Estates and Fiduciaries Code and the Pennsylvania Supreme Court and local Orphans' Court Rules are considered.
Prerequisites
None
LTX-4000
Professional Responsibility in Federal Tax Practice Symposium
No credit
The Symposium covers the standards developed by the Internal Revenue Service
and the ABA which cover the areas of return advice, fair-dealing with the
Internal Revenue Service and factual disclosure in the examination of returns,
clients subject to penalties, confidentiality, and other issues of professional
responsibility unique to federal tax practice. The Symposium is a single
six-hour unit, required for all students.
LTX-3114
Qualified Pension and Profit Sharing Plans
2 Credit Hours
This course emphasizes the tax requirements applicable to qualified pension
and profit sharing plans. Eligibility, vesting and nondiscrimination
requirements are addressed, as are employee benefit considerations in mergers
and acquisitions, and investment of plan funds in employer stock. Contributions,
deductions, and the taxation of distributions are also covered. An overview of
labor law provisions and the insurance provisions of the Pension Benefit
Guarantee Corporations is included.
Prerequisites
Core Curriculum
LTX-3112
State and Local Taxation
2 Credit Hours
Taxation by state and local governments generally, with primary attention to
taxation of interstate commerce, income taxation of corporations and
individuals, issues in sales and use taxation, and Pennsylvania Capital
Stock/Franchise Tax issues.
Prerequisites
Core Curriculum
LTX-2215
Tax Planning for the Closely-Held Business
2 Credit Hours
The course deals with the tax and non-tax considerations involved in the
establishment and operation of a closely held business entity including: the
choice of the legal form of the entity; the formation process; alternative means
of compensating the owner and employees including fringe benefit alternatives;
the tax treatment of transactions between the entity and the owner; various
concerns in the acquisition and disposition of the business entity through
either a taxable or non-taxable transaction; alternative means of attracting
investors; as well as an overview of the estate planning considerations involved
in the ownership of a closely-held business.
Prerequisites
Core Curriculum
LTX-4011
Tax Planning for Families that Own and Operate Businesses
2 Credit Hours
The course is designed as an interactive seminar. The students will work from
a factual situation designed around the Smith family and their company,
SafetyNet. The hypothetical will serve as the factual background to explore the
various tax and non-tax issues that arise in the attempt to grown and nurture a
family business and transfer both the active management and the equity to the
next generation.
Prerequisites
Core Curriculum
LTX-3220
Tax Planning for Foreign Persons Investing in the U.S.
2 Credit Hours
Expands on the inbound principles covered in U.S. Taxation of Foreign Persons
and Foreign Income, and applies them to real planning situations, including
current topics, mainly in the context of individuals. Course content is
generally at the discretion of the instructor who may cover subjects such as the
form of the U.S. investment vehicle, changing that form, tax considerations of
investing in U.S. real property, and estate tax aspects relating to planning for
U.S. investment and its liquidation and expatriation.
Prerequisites
U.S. Taxation of Foreign Persons and Foreign Income, or significant experience in the topic area.
LTX-2213
Tax Planning for Investments
2 Credit Hours
Examination of tax and financial aspects of various investments, including
tax-exempt bonds, research and development shelters, oil and gas syndications,
conventional (including low-income housing) and unconventional investments,
charitable contributions, real estate, with a focus on at-risk, tax accounting,
passive loss and interest and interest limitations, promoters' problems,
valuation and similar issues.
Prerequisites
Partnership Taxation
LTX-3224
Tax Planning for Real Estate Development
2 Credit Hours
Effect of income taxes on developing and operating real estate, various
entities for the ownership and development of real estate, syndications,
problems of the developer, financing techniques, pre-opening expenditures,
avoiding dealer status, avoiding tax on disposition, the rehabilitation credit,
charitable easements, developing low income housing, condominiums and time share
projects (including impact of at-risk, passive loss limitations and the
pass-through of credits).
Prerequisites
Taxation of Real Estate Transactions, Partnership Taxation
LTX-3113
Tax Policy Seminar
2 Credit Hours
Intensive study of selected aspects of the tax structure with primary
attention given to the federal income tax laws. Problem areas are reviewed
primarily from the standpoint of tax policy, including legal, economic, social
and practical ramifications. Consideration is given to alternative solutions,
including current legislative proposals. Specific topics are at the discretion
of the instructor and depend on the state of the law and legislation when the
course is offered.
Prerequisites
Core Curriculum
LTX-2109
Tax Procedure
2 Credit Hours
Statutes of limitations, changes of accounting methods, income omission,
assessment procedure, refund procedure, administrative appeals settlement
techniques, choice of forum, rulings and technical advice requests, burden of
proof, interest and constitutional protections.
Prerequisites
Taxation of Property Dispositions
LTX-3122
Tax Prosecutions and Penalties
2 Credit Hours
Legal and practical problems arising when criminal prosecution is or may be
contemplated. Government investigatory powers and taxpayer rights and
privileges. Extent of civil and criminal penalty provisions and of permissible
limits of tax avoidance.
Prerequisites
Core Curriculum
LTX-3228
Tax Research and Writing
2 Credit Hours
The course surveys the tax legislative process, the promulgation of
administrative regulations and rules, and the judicial dispute resolution
process. Emphasis is placed on the research resources available to identify and
locate those authorities, with particular attention given to research in
electronic media. Students are required to produce a research paper on a topic
of their choice which utilizes those research tools.
Prerequisites
Four substantive courses must be taken before a student can enroll in this
course.
LTX-4012
Taxable Acquisitions
2 Credit Hours
The course is designed to address the Tax consequences of buying and selling
a business in corporate solution, whether an S or C corporation; impact to the
sellers of an asset or stock sale, as well as the areas of concern of the buyer;
installment sales, Section 1060 impact on asset sales, the impact of Section 197
on purchased intangibles, whether a stock or asset sale is preferable, and the
impact on pricing; treating a stock acquisition like an asset acquisition for
both federal and state tax purposes (Section 338 elections); time value of
money, and the imputed interest in deferred payments in assets or stock deals;
rules for the calculation of OID on both fixed debt and contingent payments;
Section 382 and 384 and the impact of change of control on tax attributes such
as NOLs.
Prerequisites
Taxation of Corporations and Shareholders
LTX-2101
Taxation of Corporations and Shareholders
2 Credit Hours
Primary emphasis is on corporate-shareholder relationships. Problems of
corporate formation, non-liquidating distributions, redemptions and partial
liquidations, liquidating distributions, and tax considerations in the sale of
the corporate business are also covered.
Prerequisites
Core Curriculum
LTX-1103
Taxation of Property Dispositions
2 Credit Hours
Detailed treatment of realization events, basis, mortgages, taxable
exchanges, non-recognition transactions, installment sales, characterization,
depreciation, depreciation recapture, net operating losses, and sale of a sole
proprietorship.
Prerequisites
Introduction to Taxation
LTX-3126
Taxation of Real Estate Transactions
2 Credit Hours
Analysis of transactions affecting real estate, including advanced issues in
real estate depreciation, repairs and capitalization, real estate taxes,
easements and severance damages, workout structuring and mortgage foreclosure,
leases and sale lease-back transactions, tax issues in real estate litigation,
taxation of Real Estate Investment Trusts (REITs) and Real Estate Mortgage
Investment Conduits (REMICs), taxation of cooperatives and their members,
taxation of condominium and homeowner associations, rental of a residence,
business use of a residence, and advanced Section 1034 problems.
Prerequisites
Core Curriculum
LTX-2214
Taxation of S Corporations
2 Credit Hours
Analysis of the consequences of the formation, operation, liquidation and
sale of S Corporations; planning for qualification of shareholder trusts,
pass-through of items, distributions from corporations which have had C
Corporation status, termination, death of shareholder, and debt-equity
considerations. All of these consequences are examined in the context of the
selection of an appropriate entity to conduct a trade or business.
Prerequisites
Taxation of Corporations and Shareholders
LTX-7003
Taxation of Tax-Exempt Healthcare Organizations
2 Credit Hours
This course addresses and analyzes various federal income tax issues
applicable to contemporary transactions involving tax-exempt, non-profit
healthcare organizations. Although the course will focus primarily on healthcare
organizations, many or the principals covered are applicable to other types of
organizations exempt from federal income tax. The course and the issues
discussed will be from a transactional practitioner's perspective. As such,
transactions will be analyzed to identify relevant federal income tax issues and
to arrive at practical legal solutions. During the semester, real and
hypothetical transactions involving the latest trends that drive today's
healthcare transactions will be examined in the form of case studies and class
problems.
Prerequisites
Core Curriculum
LTX-2203
Taxation of Trusts and Estates
2 Credit Hours
Federal income taxation of trusts and estates, including the decedent's final
return, income and deductions in respect of a decedent, the conduit concept for
taxing beneficiaries, the separate share rule, the throw-back rules, grantor
trusts, and income tax deduction elections interrelated with the federal estate
tax.
Prerequisites
Core Curriculum
LTX-4014
Tax-Free Reorganizations
2 Credit Hours
The course will focus on the tax free acquisitive reorganizations. It will
cover the various structures that qualify as 'reorganization' for purposes of
Section 368 and the tax impact of the transactions to the corporations involved
and their equity and debt holders. Reorganizations involving foreign
corporations will be included. The course will also cover re-capitalizations
that qualify as reorganizations and transactions that are mere changes in place
of incorporation. Divisive reorganizations, section 355, will be introduced.
Prerequisites
Taxation of Corporations and Shareholders
Suggested Prerequisites
Taxable Acquisitions
LTX-3115
U.S. Taxation of Foreign Persons and Foreign Income
2 Credit Hours
This course covers the United States regime for taxing foreign persons and
foreign income. The U.S. taxation of foreign persons is, in almost all
instances, limited to U.S. source income for income tax purposes and U.S. situs
assets for transfer tax purposes. So far as foreign corporations are concerned,
the U.S. tax treatment will involve additional complications if the foreign
corporation is controlled by U.S. persons. The U.S. has income and transfer tax
treaties with many countries. The juxtaposition of such treaties with the U.S.
tax regime is also considered.
Prerequisites
Taxation of Corporations and Shareholders
LTX-3125
U.S. Taxation of International Business Operations
2 Credit Hours
The course covers general outbound rules, particularly those relating to
multinational corporations operating outside of the U.S. In-depth treatment is
given to the formation of foreign operations, Subpart F, the foreign tax credit
and its limitations, and the termination of foreign operations. Foreign tax
treaty applications and foreign currency treatment are considered. Some
particular features of outbound transactions by individuals are also covered,
such as foreign personal holding companies.
Prerequisites
Taxation of Corporations and Shareholders
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