Partnership Taxation

3 units

This course involves an intensive study of the federal income tax treatment of partnerships, limited liability companies, and their owners. The income of these enterprises is taxed directly to the business owners as it is earned, whether or not it is distributed. Topics covered will include the tax consequences of business organization, profit and loss allocations among owners, transactions between owners and the firm, sales of ownership interests, distributions to owners, and partial and complete liquidations of ownership interests. The partnership tax regime will be compared with the tax treatment of sole proprietorships, regular and small business corporations (i.e., C and S corporations), and important issues in business tax policy will be explored. Students will work extensively with Subchapter K of the Internal Revenue Code and the regulations thereunder. The course will be taught from a casebook and a statutory pamphlet, predominately using the problem method. In addition to in-person class sessions, there may be a few asynchronous presentations, consisting or prerecorded lectures introducing or summarizing important concepts. Federal Income Taxation is not a prerequisite for this course, but students who have not taken the introductory tax course are strongly advised to communicate with the professor before the semester begins. International students pursuing an LLM degree should not take this course until they have successfully completed at least seven credits of substantive law coursework from a U.S. law school. Attendance and participation are required, and sanctions will be imposed in cases of serious noncompliance. The course grade will be based on an in-school timed three-hour final examination, with adjustment for attendance and participation in exceptional cases. The exam will consist of essay questions or short-answer questions. The format of the exam will be "Closed Software and Open Book," meaning that students will not have access to the internet or files on their computers, but will be permitted to consult the casebook, statutory supplement, outline, notes, or other print sources.