Office of the Law School Registrar:
Course Directory


GRADUATE TAX PROGRAM:
SPRING 2000 COURSES



ADVANCED EMPLOYEE BENEFITS TOPICS
Pamela Perdue
W77-726B sec 01 (3 hrs)
TUE 6:00 - 7:30 p.m. + SAT 10:00 - 11:30 a.m.

The course focuses on the following areas: plans subject to ERISA; substantive ERISA requirements; requirements for and significance of qualified status under Section 401(a) of the Internal Revenue Code; tax consequences of distributions of qualified assets; and other deferred compensation and welfare plan issues.

CORPORATE TAXATION
Peter Wiedenbeck
W74-648A sec 01 (3 hrs)
MON, TUE, THU 10:00 - 11:00 a.m. + TUE, THU 12:00 - 1:00 p.m.
(Meets 5 times per week for first 8½ weeks of semester.*)

This course involves an intensive study of the statutory, regulatory and case material governing corporate taxation. Topics covered include the tax consequences of corporate organization and capitalization, distributions to shareholders, redemptions of stock, corporate liquidations and taxable dispositions of a corporate business (both stock and asset sales). The course will be taught from a casebook and statutory pamphlet, by a combination of the case and problem methods. Federal Income Taxation is not a prerequisite for this course, but former students indicate that it is highly desirable to take Federal Income Tax before taking this course. Attendance and preparation are required and sanctions will be imposed on serious offenders. The course grade will be based predominately on a timed final examination. Additional course information is available on the web at http://ls.wustl.edu/~wiedenbp/

*Note well: This 3-credit course will meet 5 times per week for the first 8½ weeks of the semester. The final examination will be administered in late March, about 2 weeks after the last class meeting, but before the regular end of classes.

CORPORATE REORGANIZATIONS - TAXATION
Peter Wiedenbeck
W74-648C sec 01 (2 hrs)
MON, TUE, THU 10:00 - 11:00 a.m. + TUE, THU 12:00 - 1:00 p.m.
(Meets 5 times per week for last 5½ weeks of semester.*)

This course involves an intensive study of the statutory, regulatory and case material governing the federal income taxation of corporate reorganizations. It is an advanced course in corporate taxation, and will be taught as an optional continuation of the basic 3-credit Corporate Taxation course (listed above). Topics covered will include wholly or partially tax-free mergers and acquisitions (statutory mergers, stock-for-stock exchanges, stock-for-asset exchanges, and triangular reorganizations), divisive reorganizations (spin-offs and related transactions) as well as one-party reorganizations (recapitalizations and bankruptcy reorganizations). The focus will be on the often intricate statutory and judicially-created conditions for nonrecognition treatment (i.e., tax deferral) at both the corporate (asset appreciation) and shareholder (stock appreciation) levels, and the tax consequences for all parties to the transaction (substituted basis, treatment of taxable consideration, carryover of corporate tax attributes). Because this is an advanced course, it will be assumed that all students have previously taken Corporate Taxation (either in Spring 2000 or previously) or its equivalent. The course will be taught from a casebook and statutory pamphlet, by a combination of the case and problem methods. Attendance and preparation are required and sanctions will be imposed on serious offenders. The course grade will be based predominately on a timed final examination. Additional course information will be posted on the web at http://ls.wustl.edu/~wiedenbp/

*Note well: As indicated above, this 2-credit course will be taught as an optional continuation of the basic 3-credit Corporate Taxation course. To accommodate that continuation, in Spring 2000 the Corporate Taxation course will meet 5 times per week for 42 class sessions (about the first 8½ weeks of the semester), after which this course, Corporate Reorganizations - Taxation, will begin meeting in the same class periods (5 times each week) for 28 sessions (about the last 5½ weeks of classes). Students enrolled in Corporate Reorganizations who are not taking Corporate Taxation in Spring 2000 will be notified of the exact starting date of this course a week or two in advance of the first class meeting, and will be invited to attend the last few sessions of Corporate Taxation for review. The final examination will be administered during the normal law school examination period.

CORPORATE TAX PLANNING SEMINAR
Sanford Neuman
W77-714B sec 01 (3 hrs)
MON, THU 8:00 - 9:30 a.m.

This class/seminar is designed to provide an analysis, on a practical/case problem solving approach, of the application of the federal income tax corporate provisions, other than the reorganization provision, and is intended to provide an advance analysis of many of the topics covered in the basic corporate/business tax course. The course covers a general overview of Subchapter C, section 351 transactions, taxation of corporations with respect to corporate distribution, liquidation and partial liquidation issues, section 338 elections, Subchapter S corporation issues, section 304 transactions, affiliated and controlled group of corporation issues, personal holding companies, accumulated earnings tax, collapsible corporations, the survival and transfer of corporate attributes, and tax avoidance issues.

ESTATE AND GIFT TAXATION
Edward F. Reilly
W77-713A sec 01 (3 hrs)
MON, THU 8:00 - 9:30 a.m.

Course description not yet available.

ESTATE PLANNING AND DRAFTING
Lawrence Brody
W74-628A sec 01 (3 hrs)
WED 4:30 - 6:00 p.m. + FRI 8:30 - 10:00 a.m.
Enrollment limit: 20

Pre/co-requisite: Estate & Gift Taxation. Trust & Estates, while not required, would provide useful background information. As the name indicates, this is an applied estate planning course where students will have the chance to use a computerized drafting system to draft all or a portion of the various legal documents used in the estate planning process, including a simple will, a marital will, a revocable trust, a revocable insurance trust, an irrevocable insurance trust, an irrevocable inter vivos trust, a durable power of attorney, and a living will. In addition, the course involves consideration of a number of sophisticated planning situations and an understanding of the transfer tax provisions of the Internal Revenue Code and Regulations, as well as techniques necessary for the acquisition of a moderate level of expertise in the field. Class time will be devoted to a discussion of the planning techniques; some non-class time will be devoted to watching videotapes on how to use the drafting system and its use to draft documents. A small portion of the grade in the course will be based on the drafting assignments and student participation in class meetings; the majority of the grade will be based on a final examination (focusing on the planning concepts discussed in class). Attendance and preparation are expected and lack thereof is likely to have an adverse effect on the "participation" portion of the grade and on what the examination will cover. Readings for each class hour will be rather substantial because of the advanced level of the course and may, on occasion, be as much as 30 or 40 pages. In addition, students are expected to make considerable use of estate planning form books, which can be found in the library.

ESTATE PLANNING SEMINAR
Bennett S. Keller, Scott Malin, Gene Zafft
W77-703 sec 01 (3 hrs)
TUE, THU 4:00 - 5:30 p.m.

This course deals with the tax, legal and financial issues in the following areas of estate planning: the use of life insurance, including revocable and irrevocable life insurance trusts; the use and "misuse" of the marital deduction including the analysis of different formulae clauses; the use of shareholder buy-sell agreements and the valuation of closely held business interests; redemption of stock from shareholders of closely held corporations; and the use of installment payments of estate tax liability. The focus is on avoiding the pitfalls and finding practical solutions to meet clients' needs.

FEDERAL INCOME TAX
Nancy Staudt
W74-549J sec 01 (4 hrs)
MON, TUE, WED, THU 9:00 - 10:00 a.m.

An introduction to the basic principles of the federal personal income tax. Topics treated will include federal tax procedure, the definition of gross income, and exclusions and deductions from gross income. The course is designed to equip students to handle common personal income tax problems likely to arise in general practice. The course emphasizes a critical examination of the provisions of the Internal Revenue code and the Treasury Regulations so that students may become proficient in the use of these basic tax tools. The teaching methods and materials used in the course are intended to encourage independent thought and critical analysis of the law and policy of federal income taxation.

FEDERAL PARTNERSHIP TAXATION
INSTRUCTOR TBA
W77-725C sec 01 (3 hrs)
DAYS/TIMES TBA

The course will survey Subchapter K of the Internal Revenue Code, which deals with the federal income taxation of partnerships and other pass-through entities. Subjects to be covered will include classification of entities as partnerships; tax consequences of capital contributions, partnership liabilities, and liquidating and non-liquidating distributions; allocations of profits and losses; basis of partnership interests; impact of shifts in partnership interests; and planning for family partnerships.

FUTURE INTERESTS & ESTATE PLANNING
David Becker
W74-546A sec 01 (3 hrs)
MON, TUE, WED 2:00 - 3:00 p.m.

This course concerns the law of future interests, emphasizing its use and importance in estate planning. It includes a study of the types of future interests; the construction of limitations, with special attention to class gifts; the rule against perpetuities; and powers of appointment. This course has no prerequisite other than the first year course on Property. The final exam is timed and closed book. It concentrates on both the substantive and planning aspects of the course. Student preparation and participation in class discussion are expected, and they will be considered in determining final grades. Outstanding contributions to class discussion may add to an examination grade; a general unwillingness to attempt classroom discussion may diminish an examination grade. Daily attendance will not be taken; nevertheless, regular class attendance and preparation are expected. Large scale absences or unpreparedness may be regarded as a general unwillingness to attempt classroom discussion.

INCOME TAXATION OF ESTATES AND TRUSTS
Lawrence P. Katzenstein
W77-705A sec 01 (3 hrs)
WED, FRI 4:00 - 5:30 p.m.

The course will survey subchapter J of the Internal Revenue Code, which deals with the income taxation of trusts and estates. Subjects covered will include an analysis of the concepts of fiduciary accounting income, distributable net income and taxable income, distributions in kind, terminating distributions, income in respect of a decedent and the grantor trust rules.

SEMINAR IN TAX POLICY
Richard Overton
W77-707B sec 01 (3 hrs)
WED 9:00 a.m. - 12:00 p.m.

This course explores key underlying legal and economic tax concepts which support tax policy. The course is broad ranged in that it covers Federal, International and State and Local tax issues as well as the legislative process. Current legislative proposals are also discussed.

TAX FRAUD PROSECUTIONS
David V. Capes, Harry Charles
W77-708B sec 01 (3 hrs)
MON 4:30 - 7:30 p.m.

This course/seminar will examine how criminal tax fraud cases are investigated and prosecuted. Topics covered include a general survey of the Title 26 and Title 18 criminal statutes related to tax fraud, how to deal with revenue and special agents during the audit or investigation, IRS procedures involving evidence gathering, IRS and Department of Justice review of tax fraud cases, grand jury procedures, methods of proof and trial procedures, sentencing guidelines, and civil considerations involved in the criminal case.