Corporate and Partnership Taxation

Catalog description

This 4-credit tax course examines the taxation of business entities that are classified as corporations or partnerships for federal tax purposes (whether the entity takes the form of a corporation, limited liability company, family limited partnership, or some other entity for state law purposes). In the partnership context, the course will emphasize issues such as the tax consequences of formation of a partnership, basis of partnership interests and basis of partnership assets and effect of liabilities on basis; tax elections; sales and exchanges; and distributions from partnerships. In the corporate context, the course will emphasize organization and capitalization, distributions, redemptions, liquidations, and sale of interests. In this course, we will take a problem-based approach to learning. Departing from the traditional law school mold, we will not learn the business entity tax rules in the abstract by reading and closely analyzing cases. Instead, we will be learning the fundamentals of business entity taxation by applying the relevant Internal Revenue Code and Treasury Regulations sections, judicial decisions, and Internal Revenue Service guidance to concrete problem sets during the overwhelming majority of class sessions. And, like practicing lawyers, we will identify and discuss the ethical dimension of the problems that we analyze. Federal Income Taxation I (Basic) ( LAW 651 ) is a prerequisite for this course. Students who have taken Federal Income Taxation II (Corporate) ( LAW 713 ) or Partnership Taxation ( LAW 721 ) are not eligible to take this class.