Partnership Taxation

3 units

Prerequisite: Federal Income Taxation unless waived by Professor Sarah Narkiewicz, Director of Tax LLM Program. This course provides an introduction to the federal income tax treatment of partnerships, limited liability companies, and other pass-through business entities. These entities are not subject to federal income tax at the entity level but rather the income flows through and is taxed at the owner level as it is earned. Partnership tax law tries to afford significant flexibility to taxpayers in structuring their business affairs while also trying to insure that income tax is paid one on all partnership income, no more and no less. The course will cover tax rules related to partnership formation, capital contributions, liabilities and debt, allocations and distributions of operating income, sales and purchases of partnership interests, and liquidations of the partnership. Students will work extensively with Subchapter K of the Internal Revenue Code and Treasury regulations thereunder. The course will be graded primarily on an open-book final examination consisting of essay questions and short-answers. 3 units.