Office of the Law School Registrar
Graduate Tax Course Directory
Spring 2002

Updated:1/02/02


ADVANCED EMPLOYEE BENEFITS TOPICS            Pamela Perdue
W77-726B sec 01                       (3 hrs)
(CANCELED DUE TO LOW ENROLLMENT)

Advanced Taxation of Compensation
W77-709A sec 01                                                                                    Jay Kirschbaum / Kathleen Bilderback
                                      (CANCELED DUE TO LOW ENROLLMENT

CLOSELY-HELD BUSINESS & SUCCESSION PLANNING SEMINAR                                                                               Scott Malin
W77-721A sec 01                        (3 hrs)                               Bennett Keller
WED FRI  8:30-10:00 a.m.
This LL.M. course will deal with all aspects of planning related to closely-held businesses with an emphasis on succession planning. Topics covered will include transition of the business, funding of the transition with life insurance or other devices, split-dollar insurance, buy-sell agreements, estate tax issues, shareholder disputes, valuation and conflicts of interest. The succession planning will include various techniques including recapitalizations, non-qualified deferred compensation, voting trusts, methods, equalization for non-active family members, qualified subchapter S trusts and electing small business trusts. The estate tax portion will include specific devices such as family limited partnerships, grantor retained annuity trusts, sales to defective grantor trusts, and 6166 elections. The course will emphasize the use of case studies to illustrate the various techniques and issues. [J.D. students interested in this course must request faculty permission by emailing a petition to Tomea Mayer at mayer@wulaw.wustl.edu]

CORPORATE REORGANIZATIONS - TAXATION  
W74-648C sec 01                        (2 hrs)                        Peter Wiedenbeck
MON 10:00 - 11:00 a.m. + TUE THU 9:00 - 11:00 a.m.
(Meets 5 hours per week for last 5½ weeks of semester.)*
This J.D./LL.M. 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 (next listed below). 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 2002 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://law.wustl.edu/Academics/Faculty/Wiedenbeck.
*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 2002 the Corporate Taxation course will meet 5 hours per week for 42 class hours (about the first 8½ weeks of the semester), after which this course, Corporate Reorganizations - Taxation, will begin meeting in the same class periods (5 hours each week) for 28 hours (about the last 5½ weeks of classes). Students enrolled in Corporate Reorganizations who are not taking Corporate Taxation in Spring 2002 will be reminded 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 TAXATION                                         Peter Wiedenbeck
W74-648E sec 01                          (3 hrs)
                                                     [Note corrected course number.]
MON 10:00 - 11:00 a.m. + TUE THU 9:00 - 11:00 a.m.
(Meets 5 hours per week for first 8½ weeks of semester.)*
This J.D./LL.M. 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://law.wustl.edu/Academics/Faculty/Wiedenbeck.
*Note well: This 3-credit course will meet 5 hours 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.

ESTATE AND GIFT TAXATION                               Peter Wiedenbeck
W74-629F sec 01                        (3 hrs)
MON TUE THU 2:00 - 3:00 p.m.
This J.D./LL.M. course involves an intensive study of the federal wealth transfer tax system, including the estate tax, the gift tax, and the generation-skipping transfer tax. The relationship between these three donative transfer taxes, and between the transfer taxes and the income tax, will be emphasized. The policy underpinnings of wealth transfer taxation, and the reasons for the recent erosion in its political support, will be explored. Valuation issues will be discussed, along with fundamental principles of estate planning. Students will work extensively with Subtitle B 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 the case and problem methods. Neither Trusts & Estates nor Federal Income Taxation is a prerequisite for this course; essential background information will be provided as needed. Attendance and participation 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://law.wustl.edu/Academics/Facutly/Wiedenbeck.

ESTATE PLANNING AND DRAFTING                     Lawrence Brody
W74-628A sec 01                        (3 hrs)
TUE 4:30 - 6:00 p.m. + THU 8:30 - 10:00 a.m.
Enrollment limit: 20
This is a J.D./LL.M. course. 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. Pre/corequisite: Estate & Gift Taxation. Trust & Estates, while not required, would provide useful background information.

ESTATE PLANNING SEMINAR             Gene Zafft / Steve Laiderman
W77-703 sec 01                           (3 hrs)
WED  THU  4:00-5:30 p.m.
This LL.M. 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. [J.D. students interested in this course must request faculty permission by emailing a petition to Tomea Mayer at mayer@wulaw.wustl.edu]

FEDERAL INCOME TAX                                                  Nancy Staudt
W74-549J sec 01                          (4 hrs)
TUE THU 4:30 - 6:30 p.m.
This J.D./LL.M. course is 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.

INCOME TAXATION OF ESTATES AND TRUSTS
W77-705A sec 01                         (3 hrs)              Lawrence P. Katzenstein
(CANCELED DUE TO LOW ENROLLMENT)

TAX FRAUD PROSECUTIONS                                     David V. Capes
W77-708B sec 01                          (3 hrs)                              Harry Charles
MON 5:00-8:00pm  (note change in time)
This LL.M. 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. [J.D. students interested in this course must request faculty permission by emailing a petition to Tomea Mayer at mayer@wulaw.wustl.edu]

TAX POLICY SEMINAR                                                   Nancy Staudt
W78-727S sec 01                           (3 hrs)
MON 3:00 - 5:00 p.m.
Enrollment limit: 16 [If interested, contact Registrar's office immediately by emailing erker@wulaw.wustl.edu. Due to limited openings, registration for this seminar is handled directly by Registrar's Office. This course is a seminar that satisfies the J.D. upper-level research & writing seminar requirement.]
This J.D./LL.M. course will cover a variety of policy issues concerning taxation, including progressivity, taxation and the family, the proper tax base, transfer and wealth taxes, as well as various proposals for policy reform. Seminar requirements include a written paper at least 25 pages in length and each student will be responsible for co-teaching at least one class meeting.


 
GRADUATE TAX PROGRAM COURSES 
 SPRING 2002 SCHEDULE
Updated: 1/02/02
Time Monday Tuesday Wednesday Thursday Friday Saturday
8:00     Closely-Held Busi & Succession Pl Seminar  Malin/Keller 8:30-10 Adv Tax Comp
Kirschbaum/
Bilderback
8-9:30 



Estate Plan & Drafting
Brody 
8:30-10

Corp Tax / Corp Reorganizations -Tax
Wiedenbeck
 9-11

Closely-Held Busi & Succession Pl Seminar  Malin/Keller 8:30-10
9:00   Corp Tax / Corp Reorganizations -Tax
Wiedenbeck

 9-11
Closely-Held Busi & Succession Pl Seminar  Malin/Keller 8:30-10 Closely-Held Busi & Succession Pl Seminar  Malin/Keller 8:30-10
10:00 Corp Tax / Corp Reorganizations -Tax
Wiedenbeck
10-11
     
11:00          
12:00  
1:00
2:00 Estate & Gift Tax
Wiedenbeck 2-3
Estate & Gift Tax
Wiedenbeck 2-3
  Estate & Gift Tax
Wiedenbeck 2-3
   
3:00 Tax Policy Seminar
Staudt 3-5



Tax Fraud Prosecutions Capes, Charles
 5:00-8:00

 
4:00

Estate Plan & Drafting
Brody 
4:30-6

Fed Income Tax
Staudt
 4:30-6:30

 

Estate Planning Seminar   Zafft/Laiderman  4-5:30

Fed Income Tax
Staudt 
4:30-6:30

Estate Planning Seminar   Zafft/Laiderman  4-5:30  
5:00
6:00
7:00