»LL.M. in Taxation Program

The Chapman University Fowler School of Law offers an LL.M degree in taxation with comprehensive course work that exposes students to a wide variety of specialized tax and estate planning courses.  Tax law covers income tax, federal tax procedure, corporate tax, ethics, as well as a variety of electives.  In addition to the traditional personal and business related tax law courses, Chapman has made a particular effort to include an extensive array of advanced estate planning and advanced business and personal tax planning courses.  

Faculty

The full-time professors in the tax law program include casebook authors and leaders in committees of the tax section of the American Bar Association as well as respected adjunct professors who bring a real-world dynamic to the classroom.

Clinics and Real World Experience

Chapman is the only law school in the nation with both trial and appellate tax clinics where students handle actual cases while in school. Additionally, an estate planning clinic and externship opportunities with the State Board of Equalization, the IRS Office of Chief Counsel and the Department of Justice Tax Division are available.

Please note: Federal Income Tax Requirement

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. 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.

Learn more about the program and admission requirements for the LL.M. in Taxation Program.

+-Courses

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 sales time 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.

+-Faculty

Chapman currently has 52 full-time faculty including a Nobel Laureate and four former U.S. Supreme Court clerks.  Our full time tax faculty includes leaders in various tax sections and committees of the American Bar Association and scholars including casebook authors.

Courses in the LL.M. programs are taught by a mixture of the full-time tax professors and leading practitioners who bring extensive experience in very specialized areas of legal practice.

Biographies of the faculty teaching within the program may be found by clicking on the links below.

Full-Time Tax Faculty

Adjunct Tax Faculty

  • Bruce Bulloch, MST, CPA, Capital Consulting Group, LLC
  • Todd Carper, JD, Ernst & Young, LLP
  • Patrick Connolly, JD, LLM, PricewaterhouseCoopers, LLP
  • Scot Grierson,  JD, LLM, Grant Thornton
  • LaDonna Kienitz, JD, LLM, Law Offices of LaDonna T. Kienitz
  • Philip J. Koehler, JD, MBA, Law Offices of Philip J. Koehler
  • Alexander M. Lee, JD, LLM, Paul, Hastings, Janofsky & Walker, LLP
  • Elizabeth Neslon, JD, LLM, Law Offices of David L. Rice, APLC
  • Mark Powell, JD, Albrecht & Barney
  • Janet Rappaport, JD, LLM, Herbalife Corporation
  • Dennis Sandoval, JD, LLM, Dennis M. Sandoval, APLC
  • Clay R. Stevens, JD, LLM, Primiani & Stevens, PC
  • A. Lavar Taylor, JD, Law Offices of A. Lavar Taylor

+-Contact Us

For more information, please feel free to contact us.

Chapman University Fowler School of Law
Attn: LL.M. in Taxation
One University Drive
Orange, CA 92866
Phone: (714) 628-2635
Email: taxllm@chapman.edu

+-Program Requirements

The general program requirements for the LL.M. in Taxation program mirror the requirements of the general LL.M at Chapman University Fowler School of Law. Learn more about the LL.M. program requirements. However, in addition to the general program requirements, the LL.M. in Taxation also requires the below criteria.

Federal Income Tax

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. 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.

Credits

A student must complete 27 LL.M. credits with grades of at least C (2.0) or better and have an LL.M. grade point average of at least C (2.0) in order to receive the LL.M. in Taxation degree.

Required Courses

15 of the required 27 credits must be for the following 6 courses:

  • Corporate Tax
  • Ethics in Tax Practice
  • Federal Tax Procedure
  • Federal Tax Research
  • Income Taxation for LL.M. Students
  • Partnership Tax

The school of law currently plans to offer each of these courses at least once during each year. With the approval of the Director, any of these required courses may be waived if the student has sufficient previous background or experience in the area. In addition, the course in Tax Policy, when offered, may, with the Director's approval, be substituted for the Federal Tax Research course.

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