Diamond Graduate School of Law

LL.M. Program

Syllabus for Corporations

Spring Semester only – 16 weeks and an exam week

February 1st week until last week May

 

I.          COURSE DESCRIPTION

           

Corporate Tax emphasis is upon IRC Sections 301-362.  Taught by a combination of faculty members, this course addresses the foundational corporate tax issues: C corp comparison with S corp; income tax treatment of corporations and their shareholders arising out of corporate formation; capital structure; transfer of liabilities; distributions to shareholders; redemptions; divisive reorganizations and recapitalizations; liquidations; and restrictions applicable to loss corporations. Prerequisites are Tax Procedure or Tax I (substitute Principles of International tax) unless the student is an experienced tax practitioner and receives permission from the Director.

Prerequisites: either Tax I or Principles of International Tax.

 II.         PURPOSE

            Corporate Tax  is an LLM executive level course.  This course will be taught at the executive level and will employ case studies beyond IRC analysis.

  • 3 credits
  • required for US concentration
  • no prerequisites

 III.        COURSE PROCEDURE

            This course will involve fourteen weekly modules that are delivered through on-line instruction pursuant to current program specifications.  Each module will contain text material, study guide instruction, and weekly interactive participation.  Text material may contain a combination of code sections, cases, and commentary materials.  Study guides will contain commentary materials upon the text materials with imbedded exercises and assignments to be completed either independently or within a group of two to five persons.  Assignments may be submitted directly to the Instructor or submitted to the classroom.

             Each module, selected students may be called upon to deliver answers in the Internet based classroom to questions posed by the instructor.  Questions may be posed in case study form or in issue form.  Answers may be short (one page) form or long form (five page analysis).

             During the semester, module based audio and videotape lecture construction will be explored as well as the provision to students through streaming technology.

              During the sixteen-week semester, the students will have two technology skills and control weeks.  The first week of the course, the student will spend the time acquiring and testing the necessary accessing components of the course, including: blackboard skills, database access, proxy server access, material download, and other technical issues.  Also, students will introduce themselves and identify with each other (camaraderie and network building).  During the third week, students will be given another breather week to check the quality of their acquired technology technical skills and offsite database access in order to identify any problem areas that require immediate correcting.

             During the semester, each student will receive at least two detailed feedback sessions from the Instructor through the detailed marking of his/her/group study guide assignments and/or class participation.  Separately, the Instructor is available for office hour private counseling through email, telephone, and by residential office appointment.

            Other assignments may receive feedback and will receive a grade, recorded in the online grade book that students may assess their performance.

 IV.        ATTENDANCE AND PARTICIPATION

This online course requires attendance which is measured by (1) the modular-weekly interactive participation opportunities in the classroom, (2) mandatory weekly participation through being called upon to address the class for certain modules as well as (3) modular study guide assignments.  Missing mandatory weekly participation assignments is the equivalent of being not prepared in class and will result in a zero for that assignment.   Not turning in study guide assignments will result in a zero for that assignment.

  V.         EVALUATION OF STUDENT PERFORMANCE

            Grades will be determined through a combination of factors, as follows:

final exam – 50%;

weekly study guide assignments – 25%

weekly participation – 25%

VI.        REQUIRED TEXTS

Electronic texts edited and authored by the Instructor, supplemented by reference materials.  Reference materials will include source materials and secondary materials.

VII.       REFERENCE MATERIAL

Research is conducted using the Internet WWW as well as, and most importantly, value added databases, such as

  • Lexis-Nexis US and foreign materials; Tax Treaties

  • BNA US and foreign materials; especially the country by country tax materials

  • BNA International

  • CCH International databases jurisdiction by jurisdiction, and its global treatises

  • CCH USA databases

  • Butterworths UK and international materials, especially Commonwealth/Caribbean case law

  • QuickLaw, especially Canadian and Commonwealth/Caribbean case law

  • Checkpoint-RIA-WGL-Gee, especially the treatises that explain planning techniques by topics, such as estate planning, for jurisdictions

  • Westlaw US and foreign materials

  • Tax Analysts, especially its superior tax treaty database, foreign law and global tax update magazines

  • Foreign Law Publishers - all foreign statues in English

  • World Compliance database

  • LLM and PhD thesis and dissertation databases

  • historical tax research using databases such as Hein and CCH

  • Matthew Bender databases

  • Lois Law e-libraries

  • amongst other databases that we subscribe to for you (see the external links in the classroom for details).

Also, the student should use the electronic book libraries and research the titles available.  Finally, the student is encouraged to use online legal research resources or university library or another library through a University library exchange program.

VIII.      WEEKLY SYLLABUS

             

            Module 1:          Overview

 

            Module 2:          Organization of a Corporation: Section 351 and Related Problems        

 

            Module 3:          Corporation’s Capital Structure: Debt vs. Equity

 

            Module 4:          The Corporation Income Tax

 

            Module 5:          Corporate Elections Under Subchapter S         

 

            Module 6:          Penalty Taxation of Corporations and Shareholders

 

            Module 7:          Dividends and Other Non-liquidating Distributions

 

            Module 8:          Stock Redemptions

 

Module 9:          Complete Liquidations Treated as Sale of Liquidating Corporations’ Stock and Assets

 

            Module 10:        Corporate Divisions

 

            Module 11:        Corporate Reorganizations, I

 

            Module 12:        Corporate Reorganizations, II

 

            Module 13:        Corporate Reorganizations, III

 

            Module 14:        Affiliated Corporations