Issues of federal income taxation require close analysis in the context of virtually all business transactions, even in an era when transactions primarily motivated by tax considerations have diminished.  The complexity of the Internal Revenue Code has grown dramatically in spite of repeated calls for (and occasional efforts at) simplification, and the tax lawyer today is almost always a specialist and frequently a sub-specialist.  In addition, tax policy issues have played an increasing role in the discussion of national economic policy.  The Law School offers basic and advanced courses and seminars that cover all the areas of taxation traditionally covered in the J.D. curriculum.  The curriculum is designed to provide basic background to students who do not expect to practice in the tax area as well as a more specialized concentration for students who are considering tax practice as a career. 

Three sections of the introductory course, Federal Income Taxation, are offered.  In most years, sections of Corporate Taxation, Taxation on Financial Instruments and Taxation of International Business Transactions are offered.  Other course offerings include Partnership Taxation, Trusts and Estates, and Estate Planning.  Seminar offerings in the tax field vary from year to year, depending on the teaching schedule of full-time faculty members and on the availability of distinguished members of the New York tax bar who have contributed to specialized tax offerings.  Seminars in recent years have focused on such areas as tax issues arising from general tax policy, bankruptcy, taxation of real estate transactions, estate planning, trust administration, advanced problems in corporate taxation and the role of the Supreme Court in tax law.

The second half of the course deals intensively with corporate reorganizations, especially with acquisition reorganizations. The acquisitive reorganization is a device commonly used by corporations to acquire other corporations because it provides certain substantial tax advantages. The problem method is used to lead the student into a detailed analysis of the most important of the Internal Revenue Code provisions governing corporate reorganizations. These provisions are complex, and working with them provides both a challenge and a polish to the student's skills in statutory interpretation.

The four-point offering expands on the three-point course to allow for a more complete analysis of various topics, including the liquidation of corporate subsidiaries and the tax implications of incorporation of existing assets (including a going business).

L6256 FEDERAL INCOME TAXATION (4 pts)
M. Chirelstein, A. Raskolnikov
This course covers the operation of the federal income tax and its role in our fiscal system. The determination of gross income, deductions, and capital gains and losses are considered in depth, with an emphasis on the policies and principles instrumental in shaping the law of federal income taxation and upon the development of skills necessary for work with the Internal Revenue Code.

L6416 PARTNERSHIP TAXATION (2 pts)
S. Rosow
The course will provide an introduction to the taxation of partnerships and limited liability companies. The course will concentrate on the basic principles applicable to formation of partnerships; the determination of partnership income and loss and the allocation thereof among the partners; the treatment of sales and exchanges of partnership interests and distributions of money and property from partnerships. During the course, consideration will be given to the tension between the use of partnerships as a tax planning devise and the need to curb potential abuses. This discussion will center on how tax policy issues help to explain and support the technical statutory and regulatory rules.

L6322 TAX POLICY AND THE LAW (3 pts)
J. Slemrod
The tax system is a central component of government policy as well as a critical aspect of the environment in which business operates. This class will analyze, from both an analytical and a policy perspective, the U.S. federal tax system and the leading proposed alternatives.

The course begins with a conceptual treatment of the appropriate role of government in the economy and applies these principles to critical tax policy issues. It then briefly reviews the history of the U.S. federal tax system, stressing the changes since 2000 and where the system now stands.

Next it addresses the evaluative criteria that economists usually use - equity, efficiency, and simplicity - and the tradeoffs among these goals that must be faced. This leads naturally to a treatment of some key thematic policy issues: to what extent the tax system should be used to deliver non-revenue-raising policies; how progressive the tax burden should be; a comparison of income and consumption taxation; what is the proper role of taxing corporations and other businesses, including small versus large businesses and domestic versus multinational corporations; the impact of globalization on tax competition; and the proper enforcement response to tax evasion. Special attention will be given to issues in which the economics and legal aspects of taxation overlap in an important way, such as line drawing and the role of doctrinal analysis in policymaking.

Finally, these concepts and analytical tools are applied to an evaluation of prominent proposals to reform the U.S. tax system, including a national retail sales tax, a value added tax, the "flat tax," the proposals contained in the 2005 report of the President's Advisory Panel on Federal Tax Reform, and any proposals under current consideration in the Congress . Much of the course material will be drawn from real-time policy issues, and a critical requirement will be to stay current on an array of ongoing issues.

Joel Slemrod is the Paul W. McCracken Collegiate Professor of Business Economics and Public Policy at the Ross School of Business, and Professor of Economics in the Department of Economics at the University of Michigan. He also serves as Director of the Office of Tax Policy Research. He joined the economics department at the University of Minnesota in 1979. In 1983-84 he was a National Fellow at the Hoover Institution and in 1984-85 he was the senior economist for tax policy at the President's Council of Economic Advisers. He has been at Michigan since 1987. Professor Slemrod has been a consultant to the U.S. Department of the Treasury, the Canadian Department of Finance, the South Africa Ministry of Finance, the World Bank, as well as to Merck & Co., Marriott International, and PricewaterhouseCoopers. He has been a member of the Congressional Budget Office Panel of Economic Advisers, and has testified before Congress on domestic and international taxation issues. He is co-author with Jon Bakija of Taxing Ourselves: A Citizen's Guide to the Debate over Taxes, whose fourth edition will be published in 2007.

L6320 TAXATION OF FINANCIAL INSTRUMENTS (3 pts)
A. Raskolnikov
After exploring the tax treatment of familiar investments such as common stock and fixed-rate debt, and of traditional derivatives such as options and forwards, the course considers the host of new financial instruments emerging in the markets in recent years, including contingent debt, contingent swaps, mandatory exchangeable securities and so on. These innovative instruments have attracted considerable attention from the tax bar because they raise novel tax questions while offering taxpayers new ways to reduce tax liability. The government has responded with new rules that close some loopholes, but frequently establish new and unique tax regimes, adding considerable complexity to the law. The course will survey this evolving body of tax law, as well as the basic economics and current uses of new financial instruments. In addition, the course will explore broader questions of tax and regulatory policy, including efficiency and equity issues that arise in taxing investments, and the ability of the government to respond effectively to financial innovation.

L8372 COLLOQUIUM: TAX POLICY (2 pts)
A. Raskolnikov, D. Schizer, J. Slemrod
This colloquium will introduce students to the current research in tax policy and will give them an opportunity to develop skills in reading and critiquing contemporary legal scholarship. Following a two-week introduction to the fundamental issues and research strategies, the colloquium will shift to a series of weekly paper presentations by leading scholars from around the country. Students will be required to submit no less than ten brief response papers in advance of the presentations, and will be expected to actively participate during class discussions. Final grades will be based on the response papers and in-class participation.

L8182 SEMINAR: CORPORATE TRANSACTIONAL TAXATION (2 pts)
M. Yecies
This course will explore, in depth, Federal income tax considerations in corporate transactions, expanding on matters studied in Corporate Taxation( which is a prerequisite) . Subjects will include spin-offs, various topics in taxable and tax-free acquisitive transactions, and the step transaction doctrine. Where possible,we will study current marketplace transactions illustrating the matters covered.

The course will enhance the student's (1) appreciation of, and facility with, transactional tax issues, (2) understanding of the history, policy, and practical application of the Internal Revenue Code provisions ( and related regulations, cases, and rulings), and (3) skills in statutory interpretation, presentation, and writing. The class will be a highly-interactive combination of instructor presentation and student participation. In addition to ongoing class discussion, students will make an oral presentation and write a short paper on one of the topics covered. The final will be a take-home exam asking for a transactional response to a business problem. 

L8371 SEMINAR: TAX AND DEVELOPMENT (2-3 pts)
M. Kane
This course examines the various ways in which the developed world may seek to augment the flow of capital to the developing world. The course will begin with an examination of the different reasons that wealthy nations may have for attempting to reduce extreme poverty in the developing world. We will then consider the contours and pitfalls of the two major ways in which direct state-to-state transfers of capital can occur presently: foreign aid and sovereign debt. Next, we will examine the ways in which taxation has traditionally been used as an indirect means of spurring economic development. We will conclude with a study of novel financing techniques, including a new proposal to use bilateral international tax treaties to facilitate state-to-state transfers of capital.

The following are not offered in 2007-2008 but are part of the regular course offerings at Columbia Law School.

L9246 INTERNATIONAL TAXATION (2 pts)
This course focuses on the international aspects of U.S. Federal income taxation. We will explore first how the US taxes foreign persons with U.S. activities or income (including the different rules for investment income versus trade or business income, how to determine when a foreign person?s activities rise to the level of a U.S. trade or business and when income is considered effectively connected to that business, and the branch profits tax rules) and then how the U.S. taxes U.S. persons with foreign activities or income (including the foreign tax credit rules, the controlled foreign corporation rules, the passive foreign investment company rules and the foreign currency transaction rules); we will also study the impact and role of U.S. income tax treaties with other countries. In each case, we will look at the legislative history to the specific rules, discuss the policies that motivated the rules and investigate whether the rules in operation appear to achieve those policies. We will emphasize careful reading and application of the statutory rules through problems which will be handed out with the readings and which we will work through in class.

L8185 SEMINAR: ETHICAL ISSUES IN TAX PRACTICE (2 pts)
(see Professional Responsibility and the Legal Profession)