Office of the Law School Registrar:
Course Directory


Graduate Tax Program
Spring 1999


ADVANCED EMPLOYEE BENEFITS TOPICS

Instructor T.B.A.
W77 726B 01 (3 hrs)
DAYS/TIMES T.B.A.

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 REORGANIZATIONS

Philip B. Wright
W77 720A 01 (3 hrs)
TUE, FRI 8:00 - 9:30 a.m.

The course focuses principally upon the tax aspects of tax-free acquisitions, dispositions and related issues. This class sessions deal primarily with the application of the Internal Revenue Code to the problems assigned for class discussion. More specifically, the course covers the following topics: (i) overview of tax-free reorganizations; (ii) acquisitive reorganizations; (iii) divisive reorganizations (spin-off transactions); (iv) recapitalization, including bankruptcy reorganizations; (v) survival and transfer of corporate tax attributes; and (vi) non divisive reorganizations and reincorporations.

CORPORATE TAX PLANNING SEMINAR

John P. Barrie
W77 714 01 (3 hrs)
TUE, THU 5:30 - 7:00 p.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.

CORPORATE TAXATION

Peter J. Wiedenbeck
W74 648A 01 (3 hrs)
TUE, THU 10:00 - 11:00 a.m. + WED 9:00 - 10:00 a.m.

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 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 final examination (which may be a take-home exam). Additional course information is available on the Web at http://ls.wustl.edu/~wiedenbp/

ESTATE AND GIFT TAXATION

Carolyn Jones
W74 629C 01 (3 hrs)
MON, WED, FRI 10:00 - 11:00 a.m.

A study of the impact and operation of federal estate, gift and generation-skipping transfer taxes on the gratuitous transfer of property during life and at death. The course also provides a brief introduction to income tax issues related to estates and trusts.

ESTATE PLANNING AND DRAFTING

Lawrence Brody
W74 628A 01 (3 hrs)
WED 4:30 - 6:00 p.m. + FRI 8:40 - 10:00 a.m.
Enrollment limited to 20 students.

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. Prerequisite or co-requesite: Estate & Gift Taxation. Trust & Estates, while not required, would provide useful background information.

ESTATE PLANNING SEMINAR

Bennett S. Keller
Gene Zafft
W77 703 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

Brad Joondeph
W74 549I 01 (4 hrs)
MON, TUE, THU, FRI 9:00 - 10:00 a.m.

This course presents a survey of the present federal taxation of individuals, covering the nature of income, the timing of taxation, the attribution of income, exclusions from the tax base, deductions, credits, and the system of depreciation (ACRS). The course is taught using a casebook and a supplement containing relevant portions of the Internal Revenue Code and accompanying regulations. There will be a four hour timed examination.

FEDERAL PARTNERSHIP TAXATION [TENTATIVE]

John W. Dillane
W77 725B 01 (3 hrs)
MON, WED 6:00 - 7:30 p.m.

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.

INCOME TAXATION OF ESTATES AND TRUSTS

Lawrence P. Katzenstein
W77 705A 01 (3 hrs)
MON, 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, distritutable net income and taxable income, distritutions in kind, terminating distributions, income in respect of a decedent and the grantor trust rules.

LEGAL HISTORY OF AMERICAN TAXATION

Carolyn Jones
W76 687S 01 (3 hrs)
MON 3:00 - 5:00 p.m. (Course Seminar)
Enrollment limited Interested students should contact the registrar regarding availability of this seminar.

The taxation system reveals America's values - its political philosophy, its economic learning, its disposition to subsidization within the economy and redistribution of wealth. This seminar will analyze episodes and themes of American taxation history in an attempt to understand both taxation and American society more fully. Possible topics include taxation issues in the American revolution and early republic, the struggle for the adoption of the federal income tax, taxation of war profits, the rise of economists in tax theory and implementation, social security taxation, redistributive pressures during the Great Depression, taxation of families, the expansion of the income tax to the masses during World War II, and tax measures designed to spur economic growth.

PASS THROUGH BUSINESS TAXATION: PARTNERSHIPS AND LIMITED LIABILITY COMPANIES

Peter J. Wiedenbeck
W74-581E 01 (3 hrs)
TUE, THU 2:30 - 4:00 p.m.

This course involves an intensive study of the federal tax treatment of partnerships and limited liability companies. The income of these enterprises is taxed directly to the business owners as it is earned, whether or not it is distributed. Topics covered will include the tax consequences of business organization, profit and loss allocations among owners, transactions between owners and the firm, sales of ownership interests, distributions to owners, and partial and complete liquidations of ownership interests. The pass-through tax regime will be compared with the tax treatment of sole proprietorships, regular and small business corporations (i.e., C and S corporations), and important issues in business tax policy will be explored. Students will work extensively with Subchapter K of the Internal Revenue Code and the regulations thereunder. The course will be taught from a casebook and a statutory pamphlet, by a combination of 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 final examination (which may be a take-home exam). Additional course information is available on the Web at http://ls.wustl.edu/~wiedenbp/

SEMINAR IN TAX POLICY

Richard Overton
W77 707B 01 (3 hrs)
SAT 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.

STATE AND LOCAL TAXATION

Harlan J. Kwiatek
Brenda L. Talent
Raymond T. Wagner
W77 711B 01 (3 hrs)
SAT 1:00 - 4:00 p.m.

This is a course which provides an in-depth overview of the state and local taxation of businesses and individuals. Topics include state corporation income taxes, franchise taxes, state sales and use taxes, real and personal property taxes, and state and local personal income taxes. The course also includes a survey of common state and local tax procedures and state and local tax related constitutional issues.

TAX FRAUD PROSECUTIONS

David V. Capes
Harry Charles
W77 708B 01 (3 hrs)
MON, WED 4:30 - 6:00 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.

TAX POLICY SEMINAR

Brad Joondeph
W78 727A 01 (3 hrs)
MON 3:00 - 5:00 p.m. (Course Seminar)
Enrollment limited Interested students should contact the registrar regarding availability of this seminar.

This course seminar will cover a variety of policy issues concerning taxation, including progressivity, taxation of the family, the proper tax base, transfer and wealth taxes, state and local taxation, and proposals and reform. Students will be required to complete a paper at least 30 pages in length. In a addition, each student will co-teach at least one class meeting.