Graduate Program in Taxation

Curriculum & Course Descriptions: Taxation of Cross-Border Investment

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This LL.M Degree requires 28 course credits. Most of the courses are prescribed*, but students are able to take several electives.

Two-Year Course Sequence:

July (On-Campus)

Introduction to the U.S. Legal System (2 credits)* This class is intended to support the study of U.S. tax law by providing an introduction to legal concepts that may differ from those (or not exist) in students’ home country. This course is not be an exhaustive survey of U.S. law, but focuses on distinctive aspects of the U.S. legal system, with particular emphasis on business and financial concepts.

Introduction to the U.S. Tax System, including Entity Classification (4 credits)* This course introduces the basic concepts of federal income taxation that are the foundation of all other U.S. income tax courses. The course introduces students to the Internal Revenue Code as well as the wide variety of additional guidance materials available to U.S. tax lawyers. Finally, the course provides an introduction to the unusual U.S. rules regarding entity classification.[1]

Fall Year 1 (Remote Learning)

Taxation of U.S. Activities of Foreign Taxpayers (2 credits)* This course analyzes the taxation of foreign persons in the United States, including taxation of United States real property interests and withholding on the disposition or acquisition of business interests in the United States; related issues such as choice of entity and sales of goods imported into the United States; and pre-immigration tax planning strategies.

Federal Wealth Transfer Tax (2 credits)* This course examines federal estate, gift and generation skipping transfer taxes; property included in the gross estate, including prior transfers with retained powers and interests, property subject to powers of appointment, life insurance, annuities, and jointly owned property; valuation; expenses; marital deduction; and definition of taxable gifts, including transfers in revocable and irrevocable trusts, and gifts to minors.

Spring Year 1 (Remote Learning)

Taxation of Business Entities (3 credits)* This course is a survey of the most important features of the federal income taxation of regular tax ("C") corporations, Subchapter S corporations, and tax partnerships. In each case, the course looks at how they are taxed from cradle to grave. The tax treatment of the formation of the entity is considered. Then, the taxation of business operations to the entity and to the equity owners is reviewed. The tax consequences of non-liquidating distributions to the owners (including redemptions of ownership interests) is a focus. Sales of equity interests present important tax concerns. Mergers and acquisitions are looked at in a broad-brush fashion. Finally, liquidations, both of individual ownership interests and of the entire entity, are evaluated.

Taxation of Foreign Activities of U.S. Taxpayers (2 credits)* This course examines the income taxation of investments outside the United States, including controlled foreign corporations, passive foreign investment companies, foreign personal holding companies, indirect foreign tax credits, allocations of deductions, and foreign currency transactions.

Fall Year 2 (Remote Learning)

Income Tax Treaties (2 credits)* This course considers U.S. tax treaty policy as reflected in the U.S. Model Income Tax Convention and U.S. bilateral tax treaties and contrasted with common alternatives found in the OECD and UN Model Tax Conventions and in other nations' bilateral treaties. The course discusses common planning methods utilizing tax treaties, as well as common anti-treaty-shopping provisions.

Taxation of Property Transactions (3 credits) The aim of this course is to provide students with this thorough grounding through analysis of materials and problems in the context of representing a variety of categories of taxpayers. A major complicating aspect of the structure of the income tax arises from the different tax treatment of specified classes of income, deduction, gain and loss, particularly, but not limited to, capital gain and loss. A thorough grounding in the effects of characterization on the taxpayer and on the tax system is essential to understanding the application of tax law. Although covered in depth in the Federal Tax Accounting course, issues of timing are inevitably involved in the course as well. The focus of the course is on applying principles to transactions or events, which requires understanding what was done and why.

Federal Tax Procedure (2 credits) This course covers major aspects of tax procedure, tax controversy, and tax dispute resolution. It also includes an in depth analysis of the tax litigation process, with particular reference to the United States Tax Court. The analysis encompasses the organization and jurisdiction of the courts, choice of forum, pleadings, problems in major cases (such as those involving transfer pricing), partnership litigation, the trial process (particularly with respect to discovery, stipulations of facts, burden of proof, and evidentiary questions), briefs, the decisional process, post-trial activity (including attorney's fees and appeals).

Spring Year 2 (Remote Learning)

International Transactions: Europe (1 credit)* This course provides an introduction to European Union tax law and how tax planning for U.S. multinational groups can be affected by foreign tax law. This condensed course is co-taught by European and U.S. tax lawyers. It introduces important concepts in European Union tax law and describes the most important EU Directives regarding direct taxation as well as case law of the ECJ in the context of common cross-border fact patterns, including acquisitions, reorganizations, and financing structures.

Financial Products (2 credits) This course explores the tax issues relating to a range of swaps and derivatives and other contractually defined interests. Financial Instruments/Products are contractually defined interests in business entities that are neither debt nor equity, although they may have certain features of each. Taxation of these financial products is subject to substantial uncertainty and complexity.

Taxation of Trusts and Estates (2 credits) This course studies the income taxation of estates, trusts, and their beneficiaries; distributable net income; distribution deductions for simple trusts, complex trusts and estates; distributions in kind; the planning of funding marital trusts; post-mortem estate planning and the throwback rules; taxation of trusts for minors; charitable and foreign trusts; assignment of income; income in respect of a decedent; the grantor trust rules; and income tax basis problems.

Estate Planning (2 credits) This course takes a practical approach to the estate planning process, analyzing typical fact patterns encountered in practice. Planning for younger families, affluent retirees, and owners of family businesses is discussed, and ethical considerations, such as conflicts that arise from dual representation of husband and wife, are also considered.

June (On-Campus)

Representing High Net Worth Individuals (2 credits)* This course deals with inbound and outbound tax issues encountered in representing high net worth individuals/private clients. The following topics are covered in depth: The Concept of Residency for U.S. Income Tax Purposes and Its Application When Advising High Net Worth Individual Clients, U.S. Transfer Tax Considerations For the International Private Client Advisor, Advising Nonresidents with Active Operations in the United States, Advising Nonresidents with Real Estate Investments in the United States, Tax Considerations in Connection with U.S. Persons Investing, Offshore U.S. Compliant Insurance Products, Advising Nonresidents with Passive Investments in the United States, Planning with Trusts (Part I) – Grantor, Planning with Trusts (Part II) - Non-Grantor Trusts, Pre-Immigration Planning (or Post-Immigration Clean-up), Expatriation, and International Tax Compliance.

Structuring Latin American Investments (2 credits)* This course analyzes techniques used by international tax planners in an environment where there are an increasing number of tax treaties and significant taxes in addition to income taxes. This course is co-taught by Latin American and U.S. tax lawyers. It focuses on practical case studies regarding the structure of U.S. investments into Latin America. Issues addressed include structuring sales and services operations, options regarding mergers and acquisitions and issues concerning the repatriation of funds.

Structuring Non-Latin American Investments by Latin American Entities (1 credit)* This class discusses some issues involving Latin American investments into the United States, including the use of holding companies and hybrid entities and the effect of limitation on benefits provisions in U.S. tax treaties.

Comparative Transfer Pricing: U.S., OECD, Latin America (1 credit)* This class analyzes U.S. transfer pricing rules, comparing them to the OECD approach and the approach in Latin American countries. The class is not be limited to discussing differences in substantive approach, but also addresses documentation requirements and the availability and use of the mutual agreement procedure and arbitration provisions.

MEET OUR DIRECTOR

Patricia BrownThe Program's new director, Patricia Brown, is an internationally-recognized expert in the field of international taxation, with specialties in tax treaty policy and the international taxation of financial products and institutions. Read More


STRAIGHT FROM A STUDENT

Jeffrey D. Weinstock, J.D. '96, LL.M. '03

"I attended the Tax LLM program after practicing corporate law for several years. The knowledge I obtained allowed me to take my mergers and acquisitions practice to the next level."

Jeffrey D. Weinstock,
J.D. '96, LL.M. '03

Partner, Lewis Brisbois Bisgaard & Smith LLP; Miami, FL

"I stepped on the UM campus; it was love at first sight...[the program] completely prepared me to do what I do... [the degree] has helped me have the legal career I wanted."

video iconWatch more of the Tereina Stidd, LL.M. '03 interview.