Section Description Provided by Instructor
Prerequisite: L6256 Federal Income Taxation
Evaluation by Take-Home Examination
Writing Credit by Request
The course will provide an introduction to the taxation of partnerships and other pass-through entities, such as limited liability companies. The course will concentrate on the basic principles applicable to formation of partnerships; the determination of partnership income and loss and its allocation among the partners; the treatment of sales and exchanges of partnership interests and distributions of money and property from partnerships. The course will provide an understanding of the fundamental technical statutory and regulatory rules together with an examination of the underlying tax policy issues . Throughout the course there will be a focus on the use (and abuse) of the partnership form by taxpayers to conduct business and investment activities as well as achieve favorable tax results. Recent Congressional and IRS efforts to combat these activities will also be covered.
During the course, students will be asked to consider the role and ethical responsibility of the tax professional. These issues will generally be presented through discussion of cases and other situations in which partnerships have been used as "tax shelters", some of which are permitted under law and others of which are not Specifically, students will be asked to consider when and if the tax lawyer should participate in the design of these transactions and how clients should be advised with respect to their use of these transactions to reduce their tax obligations. Attention will also be given to current legislative reform efforts dealing with partnerships generally and alternative investment vehicles, such as hedge funds and private equity funds.
Class work and assignments will focus on problems (distributed in advance and discussed in class) which illustrate the statutory and regulatory provisions. Because the course relies on a basic familiarity with income tax principles and terminology, Federal Income Taxation is generally a prerequisite, although students with prior experience in taxation (LLM candidates and those with accounting experience) should consult with me about waiver of the prerequisite..
Method of Evaluation
J.D. Writing Credit
Minor (upon consultation), Major (only upon consultation)
LLM Writing Project
(only upon consultation)