Graduate Taxation Curriculum

The LLM in Taxation is a 24-unit degree consisting of 13 required units and 11 elective units. The Master of Legal Studies in Taxation (MLST) is a 24-unit degree consisting of 16 required units and 8 elective units.

Both degrees require these core courses:

  • Federal Tax Accounting and Tax Timing Issues
  • Federal Taxation of Property Dispositions
  • Federal Tax Procedure and Professional Responsibility
  • Graduate Corporate Taxation
  • Graduate Partnership Taxation
  • Tax Research

Additionally, the MLST requires:

  • Legal Principles of Federal Income Taxation

Required Courses

Legal Principles of Federal Income Taxation (3 units — MLST students only)
A problem-oriented introduction to the fundamentals of federal income taxation, particularly as they apply to individuals, including gross income, exclusions, deductions, assignment of income, capital gains and losses, non-recognition transactions, and income tax accounting. Emphasis is on the development of skills necessary for working with the Internal Revenue Code and issues of tax policy.

Federal Tax Accounting and Tax Timing Issues (2 units)
An examination of the concepts and principles underlying the annual accounting system of the federal income tax, including the cash receipts and disbursements method of accounting, the accrual method of accounting, inventory accounting, carryovers, the claim of right doctrine, the tax benefit rule, deferred compensation, capitalization and cost recovery, deferred payment sales, loss limitations, original issue discount, and other time value of money issues. This course will emphasize rigorous analysis of the Internal Revenue Code and Treasury Regulations.

Federal Taxation of Property Dispositions (2 units)
An examination of the concepts and principles governing the federal income taxation of property dispositions, including amount realized and basis, the treatment of liabilities, characterization of gains and losses, loss limitations, and nonrecognition transactions. This course will emphasize rigorous analysis of the Internal Revenue Code and Treasury Regulations. It will be assumed that students are generally familiar with the issues covered in a basic Federal Income Taxation course. Tax planning techniques and tax policy issues will be emphasized.

Federal Tax Procedure and Professional Responsibility (2 units)
An examination of the fundamental principles of civil federal tax procedure and litigation, including administrative determinations of tax liability, statutes of limitations, civil penalties, the ruling process, tax collection issues, and professional responsibility in tax practice. The course will cover administrative procedures before the Internal Revenue Service, tax litigation procedures unique to the Tax Courts, and tax refund litigation in the U.S. District Courts and U.S. Claims Court.

Graduate Corporate Taxation (3 units)
An in-depth study of the federal taxation of corporations and their shareholders. Coverage includes formation and capital structure; dividends and other distributions; redemptions, liquidations, and reorganizations; elections under Subchapter "S"; and some special problems affecting professional corporations.

Graduate Partnership Taxation (3 units)
This course is an in-depth study of federal taxation of partnerships and partners. Coverage includes classification of partnerships for tax purposes, transfers of property and services to partnerships, the treatment of partnership indebtedness, taxation of partner-partnership transactions, sales of a partnership interests, partnership distributions, liquidation of a partner's interest, liquidation of a partnership, and death of a partner.

Tax Research (1 unit)
This course provides an introduction to tax research sources and techniques used by tax lawyers and professionals, including online tax services, statutes, legislative history, administrative authorities, case law, and secondary sources. It focuses on developing an effective research process, including practice with realistic tax research problems. This course will be graded on a credit/no credit basis.

Elective Courses

While students may take any combination of elective courses, we offer three tracks to guide students focusing on a particular aspect of tax law.

1) International Taxation Track

Foreign Taxation I (2 units)
This course introduces students to international taxation on a broad level. Topics and coverage of course material include the jurisdiction of the United States to tax international transactions, the rules for sourcing income and deductions, U.S. taxation of nonresident aliens and foreign corporations, the foreign tax credit, and the exclusion for certain taxpayers living and working abroad.

Foreign Taxation II (2 units)
Coverage of this class will include the rules surrounding U.S. taxation of U.S. owned and controlled foreign subsidiaries, special topics pertaining to the foreign tax credit, an overview of the rules governing the pricing of transactions between controlled subsidiaries, select topics in international transactions (e.g., international M&A), general outbound tax planning, an introduction to the OECD’s Base Erosion and Profit Shifting project, and, to the extent time permits, other relevant international tax issues.

Fundamentals of Income Tax Treaties (2 units)
This course examines tax treaties as a principal source of international law governing the tax treatment of cross-border transactions involving goods, services, and capital. The course will involve detailed analysis of the U.S. and OECD model income tax treaties, and important tax regulations, rulings, and cases that define and limit the availability of tax treaty benefits. In addition to examining the policy objectives and processes of the United States and other countries in negotiating and concluding tax treaties, this course will also focus on the role of tax treaties in the current debate over international tax avoidance.

Transfer Pricing (1 unit)
This course will provide a practical understanding of U.S. transfer pricing rules. It will cover the fundamentals of transfer pricing, including intercompany pricing methods for tangible goods, intangible property, and services.

2) Wealth Transfer Track

Estate & Gift Taxation (3 units)
This course will examine various aspects of numerous estate planning strategies with a focus on related tax issues when planning or administering a single or married individual's estate. Issues addressed will include but not be limited to the marital deduction and unified credit, lifetime gifts, testamentary and lifetime trusts, valuation issues, charitable planning, life insurance, use of entities, generation skipping, and using non-California jurisdictions. Practical considerations, fundamental estate planning concepts, and advance techniques will be discussed. Focus will also include the new law and the paradigm shift between transfer taxes and income taxes, with California taxation in mind.

Graduate Estate Planning (2 units)
This course teaches the basic principles of the law as it pertains to estate planning, including, but not limited to property law, tax law, trusts and wills, trust and probate administration, charitable giving, retirement planning, life insurance planning, asset protection, business succession planning, and some elder law. This should result in providing students with practical applications of estate planning by reviewing and discussing actual estate planning documents, including, but not limited to, a will, a revocable trust, an irrevocable life insurance trust, a power of attorney, a health care directive, a family limited partnership agreement, and other testamentary property transfer instruments.

Income Tax of Trusts & Estates (2 units)
The course will analyze the income taxation of trusts and estates, their creators, beneficiaries, and fiduciaries, including computation of fiduciary accounting income, distributable net income, taxable net income, taxation of simple and complex trusts, grantor trusts, and income in respect of a decedent.

3) Business Taxation Track

Real Estate Taxation (2 units)
An examination of the federal tax consequences of the acquisition, ownership, use, and disposition of real property. Topics will include forms of ownership, purchase and finance, deductions and credits, limitations on losses, sale and exchange, conversion, and abandonment. The course will also include an overview of REITs, estate planning strategies for real property, and various issues relating to the collection of outstanding federal tax debts.

Bankruptcy Taxation (1 unit)
This course provides an overview of the intersection of federal bankruptcy law and taxation. The class covers the following topics: federal tax liens, priority and dischargeability of federal and state tax claims, litigation with the IRS in bankruptcy court, federal taxation of the non-corporate bankruptcy estate, tax reporting requirements and I.R.C. section 1398, and discharge of indebtedness and I.R.C. section 108 relief.

Additional Elective Courses

Accounting for Lawyers (3 units)
This course will provide a technical and conceptual foundation in financial accounting skills that are relevant for attorneys who advise business entities. Accordingly, this course will emphasize the interpretation and use of financial statements and accounting schedules in the practice of law and their related legal implications. This course will be very different from most tradition law school courses that typically employ an extensive study of relevant case law. Instead, this course will primarily focus on interpreting relevant accounting pronouncements and concepts.

California Tax Appeals Assistance Program (2-3 units)
The Tax Appeals Assistance Program (TAAP) provides students with the opportunity to assist low-income, and underrepresented, individuals in certain state income tax disputes before the California Office of Tax Appeals (OTA). Under the supervision of an attorney from the Franchise Tax Board’s Taxpayer Rights Advocate’s Office, students assist taxpayers with state income tax disputes against the California Franchise Tax Board (FTB). Students participate in hands-on practical legal skills training in various ways, including direct client interaction, gathering evidence, drafting legal briefs and memoranda, and representing clients in negotiations with the FTB. Students often have the opportunity to represent clients at appeals conferences and oral hearings before the OTA judges.

More Information and Program Application

State & Local Taxation (2 units)
This course examines the fundamentals of state and local taxation with emphasis on federal constitutional and statutory limitations on the power of states to impose various taxes. The course will focus on principles of corporate and personal income taxation but will also provide an introduction to other taxes levied at the state and local level, including sales and use taxes and property tax. While the course will provide an overview of state and local taxes across the United States, we will refer to California taxation for a reference point and a base from which to compare the laws of other jurisdictions.

Federal Tax Crimes and Penalties (2 units)
This course provides an overview of federal tax crimes and civil penalties. The course is designed to teach students how to represent a client who is the subject of a civil examination or criminal investigation and facing potential civil penalties or tax crimes. Congress established severe civil and criminal penalties for individuals who fail to report and pay tax on their income or file returns. The course provides students with practical skills and strategies that can be used to represent a client before the Internal Revenue Service. The course covers, for example, tax fraud, the IRS criminal investigation process, government information gathering tools through the use summons and subpoenas, commonly charged tax crimes, taxpayer defenses, sentencing guidelines, international tax enforcement with respect to foreign source income and undisclosed foreign financial assets, the Bank Secrecy Act, Foreign Account Tax Compliance Act, IRS voluntary disclosure practice, Fifth Amendment privilege against self-incrimination, attorney-client privilege, and civil tax penalties. The course is taught through weekly homework assignments, where students will learn how to critically analyze a tax controversy fact pattern, identify the issues, and formulate a case strategy and solution for the client.

Tax Policy (3 units)
This course will offer an introduction to the principal policy considerations raised when creating a system of taxation. This course will examine legal, economic, financial, and political considerations that all play an integral role in any system of taxation, and it will consider how well our current tax laws addresses these various issues. We will also explore the possibility of various alternative methods of taxation. It is incredibly important for tax professionals to understand tax policy as it helps to explain the underpinnings of our tax system and the complexities of the Internal Revenue Code as well as the Treasury Regulations promulgated thereunder. By attaining this understanding, you will be better prepared to appropriately advise clients on complicated tax matters.

Tax Moot Court (1 unit)
This course allows students to participate, for ungraded academic credit, in the Written Work Product portion of the ABA Law Student Tax Challenge. Each course participant is responsible for forming a two-student team to produce a memorandum and client correspondence on the tax consequences of a complex business-planning problem. The problem generally is released by the ABA Tax Section in September, with a deadline of November to receive the Written Work Product. Before the problem is released, course participants will complete an assignment and attend training sessions on writing skills and techniques of federal tax research. Meeting times for the sessions will be arranged among faculty and course participants.