Our tax program is unique from many other programs in that all of our LL.M.
candidates are presumed to have already completed a basic course in federal income taxation at the J.D. level prior to matriculation at Chapman.*
This benefits you because it allows you to focus more of your time on upper
division coursework in specialized courses that interest you. It also
benefits Chapman, because it drives motivated candidates who are already sure
of their desire to complete post-graduate work in tax and estate planning.
We offer advanced courses in both business and estate planning fields.
All required courses are offered at least once a year, so you may
complete the program in nine months on a full-time basis. The most
popular elective courses are offered annually, and the more select advanced
topic seminars are typically offered every other year or as occasional summer
courses.
* Note: If you have not completed a J.D. level course in federal income tax
before matriculation, you will be required to complete it during your first
semester in the program. This may impact your ability to complete the
program in one-year.
Required
Courses
CORPORATE
TAX I (3 CREDITS)
The basic federal income tax consequences to regular corporations and their
shareholders of
incorporations, capital contributions, corporate operations,
dividend and other distributions, stock dividends, redemptions and
liquidations, the accumulated earnings tax, and the personal holding company
tax. S corporation taxation will also be briefly discussed.
ETHICS
IN TAX PRACTICE (2 CREDIT)
An examination of the statutory, regulatory and ethical standards governing
those who practice in the tax field, emphasizing current issues in the
application of the Model Rules of Professional Conduct to tax practice, Circular
230 (governing those admitted to practice before the Internal Revenue Service),
and provisions of the Internal Revenue Code and the Treasury Regulations
governing return prepares, with lesser attention to provisions governing CPAs
and other federal statutes, such as the federal conflict of interest statute.
Among the areas covered are advertising and solicitation, return preparation
and advice, dealing with the Internal Revenue Service in the audit and appeals
process, confidentiality, conflicts of interest, and uncooperative clients.
FEDERAL
TAX PROCEDURE (3 CREDITS)
A study of administrative procedures and taxpayer rights and remedies in
dealing with the Internal Revenue Service, including:
- assessment procedures
- refund procedures
- administrative appeals
- conference and settlement procedures
- interest
- collection procedures, including tax liens and levies
on property
- transferee liability
- limitations periods and their mitigation
- burden of proof
- choice of forum
- IRS summons
- requests for rulings, and technical advice
- civil penalties
FEDERAL
TAX RESEARCH (2 CREDITS)
An extensive survey of federal tax research sources and techniques, accompanied
by several
writing assignments.
INCOME
TAXATION FOR LL.M. STUDENTS (3 CREDITS)
This course presumes some familiarity with the federal income tax. The course
will focus on (1) the taxation of property transactions and related tax shelter
issues, and (2) principles of tax accounting. Topics covered will include:
- realization and recognition
- nonrecognition transactions such as like-kind exchanges
and involuntary conversions
- transactions involving debt
- depreciation and amortization
- capital gains and losses (and related issues such as
depreciation recapture)
- loss limitation rules and the alternative minimum tax
- accounting periods
- accounting methods
- installment salestime value of money rules (original
issue discount and related rules)
- the relationship between tax and financial accounting
PARTNERSHIP
TAX (3 CREDITS)
The federal income taxation of partnerships and entities taxed as partnerships
(such as limited liability companies) including:
- entity classification rules
- partnership capital accounts
- tax accounting rules
- partnership operations
- partner contributions
- distributions
- allocation rules
- dispositions of partnership interests
- partnership terminations
- taxation of service partners
- basis adjustments.
(Prerequisite
or co-requisite: Income Taxation for LL.M. Students.)
Elective
Courses
ADVANCED
CORPORATE TAX PLANNING (1 OR 2 CREDITS)
An examination of current tax planning techniques for corporate acquisitions,
dispositions and divisions. (Prerequisites: Corporate Tax I; Corporate Tax II.
Corporate Tax II may be taken as corequisite with permission of the
instructor.)
ADVANCED
PARTNERSHIP TAX (2 CREDITS)
Advanced subjects in the taxation of partnerships and limited liability
companies, including:
- special allocation issues
- contributions of appreciated or depreciated property
- hot asset rules
- disguised sales
- related party transactions
- mixing bowl transactions
- issues involving death or retirement of a partner
- audits.
(Prerequisites:
Income Taxation for LL.M. Students; Partnership Tax.)
ADVANCED
U.S. TAXATION OF INTERNATIONAL INCOME (1 OR 2 CREDITS)
Advanced subjects in international taxation, including:
- analysis of the deferral concept in international
transactions
- the foreign tax credit limitation provisions and
look-through rules
- controlled foreign corporations
- passive foreign investment companies
- foreign personal holding companies
- international tax-free exchanges in both inbound and
outbound transactions
- foreign currency transactions
- special provisions for certain investments and
activities in Puerto Rico and U.S. possessions.
The
course may also explore the application of U.S. tax treaties and special rules
and reporting requirements in these areas, as well as tax planning for outbound
transactions, including the use of the U.S. check-the-box rules and foreign
jurisdiction tax planning and research. (Prerequisites: U. S. Taxation of International
Income; Corporate Tax I;
Corporate Tax II. Corporate Tax II may be taken as
co-requisite with permission of the instructor.)
BANKRUPTCY
AND WORKOUT TAX ISSUES (2 CREDITS)
An examination of tax aspects of bankruptcies and workouts of individuals,
corporations and other entities, such as:
- cancellation of indebtedness income rules
- the taxation of foreclosure sales and similar
transactions
- limits on use of net operating loss carryovers by
corporate debtors
- the taxation of the bankruptcy estate, its owners and
creditors
- the provisions of the bankruptcy laws relating to
federal taxes
- the responsible person and lender liabilities.
(Prerequisites:
Income Taxation for LL.M. Students; Corporate Tax I. Corporate Tax I may be
taken as a corequisite with the permission of the instructor.)
CALIFORNIA
TAXATION (2 CREDITS)
An examination of California income, employment, franchise, sales/use and
property taxation, including attention to assessment, collection, enforcement
and appeal procedures, and representation of taxpayers before the Franchise Tax
Board. Differences between the federal and California income taxes will also be
briefly reviewed.
CHARITABLE
GIFT PLANNING (1 OR 2 CREDITS)
A survey of the tax consequences of various forms of charitable gifts, with an
emphasis on planning, drafting and advising for both donors and charitable
donees. The topics will include charitable split interest gifts, such as
charitable remainder trusts and charitable lead trusts; gifts to public
charities, supporting organizations, private foundations, community trusts and
pooled income funds; valuation issues; procedural and substantiation
requirements; conservation easements; and gifts in kind.
CLOSELY-HELD
BUSINESS TAX PLANNING (2 CREDITS)
An examination of tax and non-tax planning concerns of the closely-held
business, including choice of business entity, organization of the business,
owner and employee compensation and fringe benefits, owner-entity transactions,
and methods for attracting investors. The course will include a discussion of
taxable and tax-free alternatives for acquiring or disposing of the business, a
look at some drafting issues, and a review of estate planning issues for the
owner of a closely-held business. (Prerequisites: Estate and Gift Taxation;
Corporate Tax I; Partnership
Tax.)
CONSOLIDATED
RETURNS (2 CREDITS)
An examination of the consolidated return rules and other special tax rules
applicable to affiliated corporations. (Prerequisite: Corporate Tax I.)
CORPORATE
TAX II (2 OR 3 CREDITS)
The federal income tax consequences of taxable and tax-free stock and asset
acquisitions and dispositions, including reorganizations, consolidations and
corporate divisions; the carryover and survival of net operating losses and
other corporate attributes; and the acquisition of loss corporations.
(Prerequisite: Corporate Tax I.)
DIVORCE
TAX PLANNING (1 OR 2 CREDITS)
An examination of the tax issues that must be considered in representing a
divorcing or divorced client, including alimony and child support rules,
pension issues, tax aspects of dealing with residences, business interests and
other property, and the innocent spouse provisions, as well as a review of
estate planning issues.
ELDER
LAW (1 CREDIT)
A survey of the burgeoning field of elder law for the estate planner, with
attention to asset preservation in the context of Medicare and Medicaid
qualification, planning for incapacity, and the use of appropriate planning
instruments such as living wills, trusts, durable powers of attorney and
advance health care directives, as well as issues that may affect estate
planning for clients with elderly parents, such as parental obligation
statutes.
ESTATE
AND GIFT TAXATION (3 CREDITS)
A comprehensive study of the federal transfer tax system, including the gift
tax, the estate tax and the generation-skipping transfer tax, with some
attention to planning issues, including the tax treatment of property owned at
death and property transferred during life, the marital and charitable
contribution deductions and other deductions and credits, as well as an
overview of procedural and valuation issues.
ESTATE
PLANNING (2 CREDITS)
A basic LL.M. level estate planning course, looking at both small and large
estates, with consideration of lifetime and testamentary dispositions of
property, the use of the marital and charitable bequests, and the use of life
insurance. The course will look at the drafting and use of estate planning
documents, such as wills, inter vivos trusts, insurance trusts, living wills
and durable powers of attorney and provide an overview of special issues for
estates including substantial closely held business interests. (Prerequisite:
Estate and Gift Taxation.)
ESTATE
PLANNING - OWNERS OF CLOSELY HELD BUSINESSES (2 CREDITS)
A consideration of both income and transfer tax issues in developing a
succession and disposition plan for the owner of a closely-held business,
focusing on buy-sell agreements, use of life insurance, various valuation
freeze techniques, gifts, private annuities, installment sales, use of
defective grantor trusts, marital deductions, pension plan assets, and planning
for and using post-mortem tax planning techniques to defer or reduce taxes.
(Prerequisites: Income Taxation for LL.M. Students; Estate and Gift Taxation.)
ESTATE
PLANNING - OFFSHORE TRUSTS (1 CREDIT)
An examination of tax and related concerns in using offshore trusts,
particularly for asset protection, as part of an estate plan. (Prerequisite:
Income Taxation of Trusts, Estates and Beneficiaries.)
ESTATE
PLANNING TECHNIQUES FOR THE HIGH NET WORTH INDIVIDUAL (1 CREDIT)
A discussion of current techniques for reducing the transfer tax burden for
estates of high net worth individuals. (Prerequisite: Estate and Gift
Taxation.)
ETHICAL
ISSUES IN ESTATE PLANNING (1 CREDIT)
An examination of special ethical concerns that confront estate planners.
EXECUTIVE
COMPENSATION (2 CREDITS)
A study of current executive compensation arrangements, including incentive
stock options and nonqualified stock options, stock appreciation rights,
restricted stock plans, golden parachutes, split dollar life insurance, rabbi
trusts and other deferred compensation arrangements. (Prerequisite: Income
Taxation for LL.M. Students; Corporate Tax I.)
INCOME
TAXATION OF TRUSTS, ESTATES AND BENEFICIARIES (2 CREDITS)
The federal income taxation of trusts, estates and beneficiaries, including the
determination of taxable income and tax liability, distributable net income,
distributions, income in respect of a decedent and other income tax issues resulting
from the death of a decedent, grantor trusts, foreign trusts and charitable
trusts. (Prerequisite: Income Taxation for LL.M. Students.)
INTELLECTUAL
PROPERTY TAXATION (1 OR 2 CREDITS)
This course examines the special tax rules affecting the development of,
investment in, and transactions involving copyrights, trademarks, trade names,
patents, trade secrets and other forms of intellectual property. The course
will discuss the issues that face the creative person (such as an inventor,
writer, composer or artist) and those who finance, invest in or use the
intellectual property. (Prerequisite: Income Taxation for LL.M. Students.)
MEXICO
- U. S. TAX PLANNING (1 CREDIT)
An examination of current federal tax planning concerns for (1) those doing
business with Mexico and/or Mexicans and (2) U. S. Citizens living in Mexico.
Topics may include maquiladoras, the Mexico-U.S. Income Tax Treaty, tax
problems of Mexican citizens living in the United States and of U.S. citizens
living in Mexico, and cross-border transactions. (Prerequisites: Income
Taxation for LL.M. Students; Corporate Tax I.)
POST-MORTEM
ESTATE PLANNING (2 CREDITS)
A discussion of tax planning issues arising during the probate of the estate,
including the treatment of administration expenses, the use of disclaimers,
QTIP and reverse QTIP elections, the satisfaction of bequests with property,
special use valuation, the alternate valuation date, estate tax deferral and
post-death accounting problems of owners in pass-through entities.
(Prerequisite: Estate and Gift Taxation.)
QUALIFIED
PENSION AND PROFIT-SHARING PLANS (2 CREDITS)
An examination of the federal income tax rules and related labor law rules for
qualified pension, profit-sharing, employee stock ownership (ESOP) and stock
bonus plans and their participants and beneficiaries, including:
- reporting and disclosure requirements
- preemption
- coverage and participation requirements
- vesting rules
- limitations on benefits and contributions
- the taxation of distributions
- minimum distribution rules
- limits on participant loans
- fiduciary responsibilities
- prohibited transactions
(Prerequisite:
Income Taxation for LL.M. Students.)
REAL
ESTATE TAX PLANNING (2 CREDITS)
Tax planning issues for those who develop and/or operate real estate, including
choice of business entity, financing techniques and syndications, handling of
pre-opening expenditures, capital gain/loss issues, selling or disposing of the
property, charitable easements, depreciation and amortization, repairs and
capitalization, tax shelter rules (at risk and passive loss rules), and special
concerns with rehabilitation credits, low income housing, condominiums, time
share projects, and homeowners associations. (Prerequisites: Income Taxation
for LL.M. Students; Partnership Tax.)
RETIREMENT
PLANS - INCOME AND ESTATE PLANNING (1 CREDIT)
A close examination, with a planning emphasis, of the income and transfer tax
treatment of qualified retirement plan benefits, including the minimum
distribution rules, the designation of beneficiaries, spousal rights, and
rollover options. (Prerequisites: Income Taxation for LL.M. Students; Estate
and Gift Taxation.)
S
CORPORATIONS (1 CREDIT)
A detailed examination of S corporation taxation. (Prerequisite: Corporate Tax
I.)
STATE
AND LOCAL TAXATION (2 CREDITS)
A survey of state and local taxation issues, including income, sales/use,
property and so-called corporate franchise taxes; constitutional limits on
state and local taxation with respect to uniformity, equality and interstate
commerce; assessment and collection procedures; and taxpayer remedies.
TAX-EXEMPT
ORGANIZATIONS (2 CREDITS)
An examination of the federal income tax aspects of forming, operating and
terminating tax exempt organizations, including the qualification rules, the
unrelated business income tax, the restrictions with respect to private
inurement, lobbying and political activities, and the private foundation rules.
TAX
POLICY (2 CREDITS)
An overview of selected tax policy subjects chosen by the instructor, followed
by the preparation of a research paper. With approval, this course may be
substituted for the Federal Tax Research course.
TAX
TREATIES AND INTERNATIONAL CONTROVERSIES (1 CREDIT)
An examination of tax treaty interpretation concepts, the Mutual Agreement
procedures (competent authority) and selected international controversy and
procedure issues. (Prerequisite or co-requisite: U.S. Taxation of International
Income.)
TRANSACTION
REVIEW - THE ROLE OF THE TAX LAWYER (1 CREDIT)
The instructor will use a variety of documents for business acquisitions,
mergers, corporate divisions, sales of property and other business transactions
to discuss with the students the tax lawyer's role in reviewing documents with
an eye to tax concerns. This course is best taken after the student has taken a
range of other courses. (Prerequisites: Income Tax for LL.M. Students;
Corporate Tax I; Corporate Tax II. Corporate Tax II may be taken as
co-requisite with the instructor's permission.)
U.S.
TAXATION OF INTERNATIONAL INCOME (3 CREDITS)
An introduction to the U.S. taxation of international transactions, with
consideration of policy and jurisdictional issues involved in the U.S.
international tax laws and the U.S. tax treaty network. Topics covered will
include
- source of income rules
- taxation of foreign persons with passive U.S.
investments
- taxation of foreign persons operating a U.S. trade or
business
- taxation of foreign owned U.S. real property interests
- the branch profits tax, including the effect of U.S.
tax treaties on such inbound transactions.
A
briefer discussion of the taxation of outbound transactions (foreign activities
of U.S. persons), also exploring the effect of U.S. tax treaties, will
introduce topics such as the U.S. taxation of worldwide income of U.S. citizens
and residents, the
foreign tax credit, tax provisions related to U.S. exports,
transfer pricing, taxation of expatriates, and tax aspects of the exploitation
of intangible property rights abroad. (Prerequisites: Income Taxation for LL.M.
Students; Corporate Tax I.)
VALUATION
FOR TAX PURPOSES (3 CREDITS)
A detailed examination of issues in valuing both fee simple and partial
interests in tangible property, in patents, trademarks, copyrights and the
like, and in corporations, partnerships and other entities. The primary
emphasis will be on transfer tax valuation, including special provisions such
as chapter 14 and sections 2032A and 2057 of the Internal Revenue Code; buy-sell
agreements and transfer restrictions; blockage, marketability and minority
discounts; control premiums; actuarial valuation; and the use of appraisals.
The course will also look at current planning techniques designed to reduce the
value of property for transfer tax purposes and at valuation issues in the
context of charitable contribution deductions. (Prerequisite: Estate and Gift
Taxation.)
Other Courses
With permission of the Associate Dean of Academic Affairs, credit may be
given for other courses including Tax Externships, Tax Clinic work and other
courses with a sufficient nexus to the program.
Transfer Courses
Complete details on our policy for accepting transfer units are listed under
Program
Requirements, but to summarize, a non-Chapman J.D. may receive up to 6
credits and a Chapman J.D. may receive up to 12 units towards the degree for
qualifying coursework. In unusual cases, a student may petition to
request additional transfer credits.
