Taxation LL.M. - Georgetown University · Tax Law I or Corporate Taxation; 3) Basic Principles of Finance Contact Information To learn more, please contact: Ellis Duncan, Director

Taxation LL.M. 1

TAXATION LL.M.Annually ranked among the top tax programs in the nation (https://www.usnews.com/best-graduate-schools/top-law-schools/tax-law-rankings), the Graduate Tax Program at Georgetown Law offers a uniquecombination of world-class full-time (http://www.law.georgetown.edu/academics/areas-of-study/tax-law/people.cfm) and adjunct tax faculty(http://www.law.georgetown.edu/faculty/llm-adjunct), more courses thanany other program in the nation, and the opportunity to study tax lawin Washington, D.C., where the nation’s laws are made, interpreted, andenforced.

Our graduates are in strong demand by employers and ourunparalleled externship program (http://www.law.georgetown.edu/academics/academic-programs/graduate-programs/externships) allowsstudents to receive academic credit and enhance their resumes byworking at Washington’s most prestigious tax employers, including majorinternational law firms, Big 4 accounting firms, the Internal RevenueService, the Department of Treasury, and the United States Tax Court.

Students at Georgetown can earn a J.D. degree or the Taxation LL.M.degree (https://curriculum.law.georgetown.edu/llm/llm-llm-programs/llm-taxation), which can be completed in person or entirely online (https://www.law.georgetown.edu/academics/graduate-programs/degrees/online-options). Georgetown's extensive tax curriculum offers studentsthe opportunity to choose from more than 70 courses and seminars(https://curriculum.law.georgetown.edu/course-search) dealing withevery aspect of tax law. These courses cover foundational subjects suchas corporate, partnership, and international taxation, as well as dozens ofofferings across a wide variety of specialty areas.

Students may also pursue a specialty certificate in EmployeeBenefits Law (https://curriculum.law.georgetown.edu/llm/llm-certificate-programs/llm-employee-benefits), Estate Planning (https://curriculum.law.georgetown.edu/llm/llm-certificate-programs/llm-estate-planning-certificate), International Taxation (https://curriculum.law.georgetown.edu/llm/llm-certificate-programs/llm-international-taxation-certificate) (available online), and State and LocalTaxation (https://curriculum.law.georgetown.edu/llm/llm-certificate-programs/llm-state-local-tax-certificate) (available online), either togetherwith Taxation LL.M. degree or on a stand-alone basis.

Requirement U.S.-Trained Students Foreign-TrainedStudents

Total Credits Required 24 20Tax Credits Required 20 16Prerequisite CourseRequirements

Basic federal incometax course during J.D.studies. If not, musttake Foundations ofFederal Income TaxBEFORE enrolling.See tab at top of pagefor more info on thiscourse.

Program CourseRequirements

1) Corporate IncomeTax Law I or CorporateTaxation; 2) Income TaxAccounting; 3) BasicPrinciples of Finance

1) U.S. Income Tax:Policies and Practices;2) Corporate IncomeTax Law I or CorporateTaxation; 3) BasicPrinciples of Finance

Watch The Georgetown Advantage: Panelists Discuss the Tax LL.M.Program (https://www.youtube.com/watch?v=p9oNxNCZREQ)

View Employment Statistics for U.S.-Trained Taxation LL.M. Graduates(http://curriculum.law.georgetown.edu/llm/llm-llm-programs/llm-taxation/Tax_Employment_Statistics.pdf)

Contact InformationTo learn more, please contact:Ellis Duncan, Director of the Graduate Tax ProgramPhone: (202) 662 - 4056Email Address: Ellis Duncan ([email protected])

Please address any questions about admissions the Office of GraduateAdmissions (http://www.law.georgetown.edu/admissions-financial-aid/graduate-admissions). (https://dev.law.georgetown.edu/admissions-aid/graduate-admissions)

Search LL.M Taxation Courses (http://curriculum.law.georgetown.edu/course-search/?program=program_37)

LAW 805 v01 Advanced Individual Income Tax and Personal FinancialPlanning (http://curriculum.law.georgetown.edu/course-search/?keyword=LAW%20805%20v01)LL.M Course | 2 credit hoursThe course will examine selected topics of individual taxation that areoften relevant when advising high net-worth individuals. The course willinclude topics such as the basics on itemized deductions; individualnet operating losses; interest expense deductions (Mortgage Interest,Investment Interest, and Interest Tracing); loss limitations (PassiveActivity Loss and At-Risk); basic income tax considerations in financialplanning; and tax exclusion on gain from the sale of a principal residence.The class will also discuss the alternative income-based tax systemsapplicable to individuals: Individual AMT, Net Investment Income Tax, andSelf-Employment Tax. The class will be beneficial for students that seekto advise high net worth individuals (such as executives, entrepreneurs,or closely held business owners) in financial planning, tax, and estateplanning matters. The grading for the class will consist of a take-homefinal exam available during the first week of the final exam period.

Prerequisite: Federal Income Taxation (formerly Taxation I).

Note: DISTANCE STUDENTS REGISTER FOR CRN#: 16595. This course isonly open on a distance basis to students enrolled in the Executive LL.M.in Taxation, the Executive LL.M. in Securities & Financial Regulation, andthe MSL programs. All J.D. students and resident LL.M. students may notenroll in this course on a distance basis.

This course will meet on the following Summer 2018 dates: 5/30, 6/4, 6/6,6/11, 6/13, 6/18, 6/20, and 6/25.

2 Taxation LL.M.

LAW 710 v00 Advanced International Taxation (http://curriculum.law.georgetown.edu/course-search/?keyword=LAW%20710%20v00)LL.M Course | 2 credit hoursThis course is designed for those students that wish to gain a deeperunderstanding of the effect of certain U.S. rules governing the taxationof U.S. persons doing business overseas and foreign persons doingbusiness in the United States. The course will cover a broad range oftopics with particular emphasis on the tax consequences of cross-borderreorganizations, liquidations and taxable acquisitions and dispositions.The course will cover the tax consequences of outbound transfers ofassets, foreign-to-foreign transfers of assets, and inbound transfersof assets. Students will be expected to have a working knowledge ofcorporate taxation, and transactional aspects of subpart F and theforeign tax credit rules.

Prerequisite: Corporate Income Tax Law I (or Corporate Taxation(formerly Taxation II)); U.S. Taxation of International Transactions (or U.S.International Outbound Tax (formerly: U.S. Taxation of Domestic PersonsWith Activities Outside of the U.S));

Recommended: Prior or concurrent enrollment in Corporate Income TaxLaw II (or completion of Corporate Taxation (formerly Taxation II)).

Note: DISTANCE STUDENTS REGISTER FOR CRN#: 35366. This course isopen to both on campus and distance students. However, only studentsenrolled in the Executive LL.M. in Taxation, the Executive LL.M. inSecurities & Financial Regulation, and the MSL programs may take thiscourse on a distance basis. All J.D. students and resident LL.M. studentsmay not enroll in this course on a distance basis.

LAW 702 v00 Advanced Partnership Taxation (http://curriculum.law.georgetown.edu/course-search/?keyword=LAW%20702%20v00)LL.M Course | 2 credit hoursFocuses on the skills necessary (including review of transactionaldocuments) for a tax attorney involved in advising on partnershipstructuring matters. Topics will include drafting the partnershipagreement, allocations of tax items, amortization of partnershipintangibles, classification/conversions, interplay of partnership rules ondebt restructuring application of various gain triggers upon exiting frompartnerships, partnership mergers and divisions, partnership equity-basedcompensation, and the partnership anti-abuse rules.

Prerequisite: Federal Income Taxation (formerly Taxation I); Taxation ofPartnerships. Neither prerequisite may be taken concurrently.

LAW 943 v00 Advanced Private Wealth Planning Seminar (http://curriculum.law.georgetown.edu/course-search/?keyword=LAW%20943%20v00)LL.M Seminar | 4 credit hoursThis course will provide students with a solid grounding in advancedestate-planning techniques and help them build the drafting and client-relations skills necessary to develop and implement a comprehensiveestate plan. This course is required for the Certificate of Study in EstatePlanning.

The course will be structured in two modules. The first module willintroduce students to technical tax regimes (such as the generation-skipping transfer tax) and more complex planning scenarios. Topicscovered will include philanthropy and private wealth planning; therole in estate planning of private foundations, public charities, andsupporting organizations; charitable giving techniques; planningfor family controlled businesses; planning for highly-compensatedindividuals; and international aspects of private wealth planning.

The second module will consist of a hands-on exercise in developing,drafting, and executing a complex estate plan. Working from acomprehensive fact pattern, students will make in-class presentationsabout the problem and participate in the development of the estateplan by drafting documents and by commenting on drafts preparedby others. These documents may include legal memoranda, clientcommunications, and analysis of planning alternatives, as well as the will,trust instruments, and organizational documents for charitable entities.

Prerequisite: Federal Income Taxation (formerly Taxation I), Decedents’Estates or equivalent, or Wills & Trusts; Income Taxation of Trusts andEstates; Estate and Gift Tax; Special Topics in Transfer Tax.

Note: This course is open to J.D. students by professor permission.Interested students should contact Ellis Duncan via email [email protected] no later than August 1, 2018 for permission totake this class. Students require permission from professor to withdrawfrom this course.

LAW 947 v00 Advanced Topics in Exempt Organizations (http://curriculum.law.georgetown.edu/course-search/?keyword=LAW%20947%20v00)LL.M Seminar | 2 credit hoursThis course will focus on the practical deal-making aspects of structuringtransactions involving non-profits and for-profits, with focus on the rulesgoverning joint ventures (designing a joint venture policy), choice of entityissues, hospital and health care industry deals, low income housing taxcredit issues, historic and energy tax credits, new markets tax credittransactions, environmental and conservation ventures, university jointventures (e.g., distance learning, faculty research and pouring rights),impact investing, social benefit corporations (Hobby Lobby case) andvaluation and reasonable compensation issues. It will include negotiatingstrategies (key structural issues, how to educate the for-profit party,“must-have” deal terms); case studies with students taking sides innegotiating the deal; Congressional outlook (political and lobbying)and “hot” UBIT topics. The course will feature guest lecturers from theTreasury, IRS and the private sector, including in-house general counselof tax exempt organizations. The course will require a 20 page (approx.)paper.


Recommended: Taxation of Charities and Other Nonprofit Organizations.

Taxation LL.M. 3

LAW 3015 v00 Basic Principles of Finance (http://curriculum.law.georgetown.edu/course-search/?keyword=LAW%203015%20v00)LL.M Course | 0 credit hoursThis zero-credit pass/fail course is designed to provide students withan understanding of the basic principles of finance and accountingin order to enhance their study of tax or business law. The course isintended to provide students with little or no prior background in financeand accounting with an introduction to the core concepts, the essentialvocabulary, and the basic tools of these two subject areas. The courseis designed to equip students with a basic primer of topics relevant toa range of business law courses. Accordingly, it covers subjects suchas the time value of money, the distinction between debt and equity, therole of risk in valuing financial assets, and how assets and liabilities aredescribed in accounting materials such as balance sheets and incomestatements.

Mutually Excluded Courses: Students may not receive credit for thiscourse and the J.D. course Demystifying Finance.

Note: ALL STUDENTS REGISTER FOR CRN#: 35250. This course is openon a distance basis to all students, however resident LL.M. students areencouraged to attend class in person.

LAW 058 v03 Business Planning Seminar (http://curriculum.law.georgetown.edu/course-search/?keyword=LAW%20058%20v03)J.D. Seminar (cross-listed) | 3-4 credit hoursThis seminar integrates issues of corporate, securities and tax lawusing a problem approach in the context of business planning andcounseling. Several problem situations involving common businesstransactions are examined extensively. Some of the problems consideredmay include: (i) incorporating a sole proprietorship or professionalpractice; (ii) analyzing financial statements; (iii) raising private capitalfor a new business venture; (iv) planning for an initial public offeringof securities; and (v) planning corporate turnarounds. Students learnand utilize negotiation skills involved in the purchase/sale of a businessventure. From time to time, students are required to submit memorandaon certain aspects of the problems under consideration. On occasion,students will work together in small groups, and at other times may beresponsible for individual work. Students will be expected to performwork similar to attorneys in private practice. The written work is in lieu ofan examination.

Prerequisite: Corporations; Federal Income Taxation (formerly Taxation I).

Strongly Recommended: Securities Regulation. Students who wish totake this seminar should make every effort to fulfill the prerequisites intheir second year of the full-time program or third year of the part-timeprogram.

Mutually Excluded Courses: Students may not receive credit for thisseminar and International Tax and Business Planning Workshopor Corporate Transactions: Negotiating the Deal and Drafting theDocuments.

LAW 757 v01 Comparative Tax Law (http://curriculum.law.georgetown.edu/course-search/?keyword=LAW%20757%20v01)LL.M Course (cross-listed) | 2 credit hoursProvides an introduction to the study of comparative tax law. Thecoverage is broad, touching on many countries and types of taxes,as well as the general legal framework for tax law and tax procedure.Emphasis is on the income tax and, to a lesser extent, value added tax.Focus is on underlying structural differences in legal systems, includingconstitutional issues, judicial interpretation of tax laws, judicial andlegislative anti-avoidance doctrines, different approaches to definingincome, alternative systems for taxing corporations and shareholders,and problem areas in the VAT (including international services ande-commerce). The student completing this course will have a basicunderstanding of how to approach foreign tax law, and tools to betterunderstand the tax system in the student’s own country.

Prerequisite: Federal Income Taxation (formerly Taxation I) and prior orconcurrent enrollment in either Corporate Taxation (formerly Taxation II)or Corporate Tax Law I.

Note: Withdrawals are permitted up until the last class for this specificcourse.

LAW 822 v00 Consolidated Returns (http://curriculum.law.georgetown.edu/course-search/?keyword=LAW%20822%20v00)LL.M Course | 2 credit hoursThis course studies the law and regulations governing the taxation ofcorporations filing consolidated federal income tax returns. This courseis highly recommended for students who intend to practice corporatetax law because it will focus on consolidated return principles that affectcorporate tax planning, mergers and acquisitions. The course will coverthe following subjects: eligibility to file consolidated returns; treatmentof business transactions within the group; treatment of dividendsand other distributions within the group; adjustments to the basis ofstock of members of the group; treatment of acquisitions of anotherconsolidated group; treatment of dispositions of subsidiaries of a group;consolidated return treatment of the group's favorable tax attributes;use of disregarded entities by a consolidated group; and treatment ofearnings and profits accounts. The consequences of filing consolidatedreturns in specific situations are considered as each topic is covered.

Prerequisite: Federal Income Taxation (formerly Taxation I); CorporateIncome Tax Law I.

4 Taxation LL.M.

LAW 822 v50 Consolidated Returns: Principles and Planning (http://curriculum.law.georgetown.edu/course-search/?keyword=LAW%20822%20v50)LL.M Course (cross-listed) | 2 credit hoursStudies the law and regulations governing the taxation of corporationsfiling consolidated federal income tax returns. This course is highlyrecommended for students who intend to practice corporate tax lawbecause it will focus on consolidated return principles that affectcorporate tax planning, mergers and acquisitions. The course will coverthe following subjects: eligibility to file consolidated returns; treatmentof business transactions within the group; treatment of dividendsand other distributions within the group; adjustments to the basis ofstock of members of the group; treatment of acquisitions of anotherconsolidated group; treatment of dispositions of subsidiaries of a group;consolidated return treatment of the group's favorable tax attributes;use of disregarded entities by a consolidated group; and treatment ofearnings and profits accounts. The consequences of filing consolidatedreturns in specific situations are considered as each topic is covered.

Prerequisite: Federal Income Taxation (formerly Taxation I); CorporateTaxation (formerly Taxation II) or Corporate Income Tax Law I.

Recommended: Corporate Income Tax Law II (for students who did nottake Corporate Taxation).

LAW 848 v00 Corporate Income Tax Law I (http://curriculum.law.georgetown.edu/course-search/?keyword=LAW%20848%20v00)LL.M Course | 2 credit hoursExamines the federal income tax effects of certain basic transactionsinvolving corporations and their shareholders. Principal subjectscovered include corporate formation and capital structure, distributionsto shareholders, redemptions and liquidations. Major emphasis isupon Internal Revenue Code Sections 301-362 and related TreasuryRegulations.


Recommended: Corporations.

Mutually Excluded Courses: Students may not receive credit for both thiscourse and the J.D. course, Corporate Taxation (formerly Taxation II).

Note: Required for Taxation LL.M. and Executive Tax LL.M. degree.

DISTANCE STUDENTS REGISTER FOR CRN#: 35217. The Fall 2018section with Levine/Poulsen is open to both on campus and distancestudents. However, only students enrolled in the Executive LL.M. inTaxation, the Executive LL.M. in Securities & Financial Regulation, and theMSL programs may take this course on a distance basis. All J.D. studentsand resident LL.M. students may not enroll in this course on a distancebasis.

LAW 850 v00 Corporate Income Tax Law II (http://curriculum.law.georgetown.edu/course-search/?keyword=LAW%20850%20v00)LL.M Course (cross-listed) | 2 credit hoursContinues the study of provisions of the federal income tax lawapplicable to corporations and their shareholders. Detailed study is givento corporate reorganizations under Subchapter C, including acquisitions,divisive reorganizations and recapitalizations; the treatment of boot;the basis provisions; the assumption of liabilities; and related matters.Consideration also is given to carryovers of corporate tax attributes,including restrictions applicable to loss corporations.


Recommended: Prior or concurrent enrollment in Corporate Income TaxLaw I.



LAW 422 v00 Corporate Taxation (http://curriculum.law.georgetown.edu/course-search/?keyword=LAW%20422%20v00)J.D. Course (cross-listed) | 4 credit hoursThis course is a continuation of Taxation I. The course examines incometax aspects of the formation and liquidation of corporations and interimdistributions to shareholders. It also concerns the sale of a businessoperated in corporate form. While the focus is on the traditional corporateform, it is contrasted with alternate forms of business operation--partnerships and subchapter S. NOTE: Students who plan to take theBusiness Planning Seminar or the course in Venture Capital, PrivateEquity, and Entrepreneurial Transactions should take Taxation II, aprerequisite for that seminar and course, as early as possible in theirupperclass years.

Prerequisite: Federal Income Taxation (fomerly Taxation I).

Mutually Excluded Courses: Students may not receive credit for boththis course and the graduate courses, Corporate Income Tax Law I orCorporate Income Tax Law II.

Note: Any section of Corporate Taxation (formerly Taxation II) satisfiesthe Corporate Income Tax Law I requirement for the LL.M. in Taxation.

Taxation LL.M. 5

LAW 2038 v00 Current Issues in Tax Policy (http://curriculum.law.georgetown.edu/course-search/?keyword=LAW%202038%20v00)LL.M Seminar (cross-listed) | 2 credit hoursThis colloquium will offer students an opportunity to examine currenttax policy issues in depth and at an advanced level, with discussions ledby policymakers, economists and other tax experts. While other currentpolicy issues will be discussed, the primary focus of the course willbe an exploration of international tax reform, surrounding the currentpolicy debate over whether the United States should adopt a territorialtax system or retain a worldwide tax system. The course will discussvarious international reform proposals at a detailed level and examine theeconomic, tax policy and political considerations underlying the decisionsthat have been made in each proposal. The course will begin with a briefoverview of our current international tax system and a comparison toother countries’ systems. It will explore the economic and policy literaturesurrounding the issues of economic welfare and competitiveness. Thecourse will also examine other current tax policy issues, such as taxexpenditures, cost recovery, and energy tax incentives. Reading materialsgenerally will be supplied and will include economic and tax policypapers, legislative proposals, and technical explanations. The course isintended to be highly interactive with students discussing design andpolicy issues with several of the leading experts in the field. The gradefor this course will be based primarily on papers that students submit,addressing policy topics discussed by the guest speakers. Useful classparticipation will be taken into account as a plus in determining the finalgrade. There will be no final exam.


LAW 1633 v00 Current Regulatory Developments in Business andInternational Taxation Seminar (http://curriculum.law.georgetown.edu/course-search/?keyword=LAW%201633%20v00)J.D. Seminar (cross-listed) | 2 credit hoursIn 2017 the United States enacted a historic tax reform package thatrepresents the most significant change to the U.S. business andinternational tax regimes since 1986. In addition to dramatically loweringthe statutory corporate tax rate, the tax reform package included a seriesof novel provisions, including fundamental changes to the internationaltax system, multiple anti-base erosion measures, interest deductionlimitations, and a deduction for certain qualified business income ofpass-through entities. Each of these provisions requires regulatoryguidance from the Treasury Department, and Treasury has publiclycommitted to complete a number of guidance projects by the end of2018.

This course will involve close reading of selected tax regulatory packagesassociated with the 2017 tax reform. We will study these packages andspeak with government representatives involved in crafting the packagesand/or practitioners working on applying them. Students will writereaction papers with respect to the regulatory packages we examine.

LAW 919 v00 Drafting Partnership & LLC Agreements (http://curriculum.law.georgetown.edu/course-search/?keyword=LAW%20919%20v00)LL.M Course (cross-listed) | 1 credit hourThis course applies practical approaches to assist students inunderstanding the tax and business arrangements of joint ventures,limited partnerships, and limited liability companies, ranging from thecommon to the complex. The course also presents and analyzes thedrafting techniques necessary to actually implement such arrangementsby concentrating on the tax and business provisions in term sheets andlimited partnership/limited liability company agreements.

Prerequisite: Federal Income Taxation (formerly Taxation I), prior orconcurrent enrollment in Taxation of Partnerships (recommended priorenrollment in Taxation of Partnerships).

Note: Withdrawals are permitted up until the last class for this specificcourse.

LAW 3011 v00 Employee Benefits Practicum (http://curriculum.law.georgetown.edu/course-search/?keyword=LAW%203011%20v00)LL.M Course (cross-listed) | 4 credit hoursThis course will focus on the practical application of ERISA principles asapplied to qualified and non-qualified retirement plans, health and welfareplans and executive compensation. Students will draft plan documentsand summary plan descriptions; review employee communications; draftmemos and responses to participant inquiries; conduct legal research;conduct due diligence with respect to employee benefits in corporatetransactions; negotiate and draft the asset purchase provisions ofcorporate transactions; negotiate and draft vendor contract provisions;review Securities & Exchange filings with respect to employee benefitplan footnotes and executive compensation disclosures; review theprinciples of employee benefits in bankruptcy; review principles of laborlaw as it impacts employee benefits in collective bargaining; review theavoidance and management of ERISA litigation; consider the legal ethicswith respect to representing various parties in an ERISA dispute; andother practical considerations in dealing with employees, governmentagencies, participants, insurance companies and other vendors and plansponsors.

Prerequisite: Federal Income Taxation (formerly Taxation I), EmployeeBenefits: Qualified Retirement Plans, Employee Benefits: ExecutiveCompensation, Employee Benefits: Health & Welfare Plans.

If you do not have any experience or knowledge about employee benefits,you need Professor approval to take this class.Mutually Excluded Courses: Survey of Employee Benefits Law

Note: Required for the Employee Benefits Certificate.

This course is open to J.D. students by professor permission only - noexceptions. Interested students should contact Ellis Duncan via email [email protected] no later than August 1, 2018 for permission totake this class.

6 Taxation LL.M.

LAW 3004 v00 Employee Benefits: Executive Compensation (http://curriculum.law.georgetown.edu/course-search/?keyword=LAW%203004%20v00)LL.M Seminar (cross-listed) | 2 credit hoursThis class will focus on the tax aspects associated with nonqualifieddeferred compensation, including the tax doctrines of constructivereceipt and economic benefits, as well as the three different incometax regimes set forth in section 409A, section 457A and section 457(f),and the employment tax regime under section 3121(v). In addition toexploring the various rules and the Federal tax consequences underthese and other Code sections, including sections 162(m) and 280G,consideration will be given to the tax policy issues driving the varyingtreatment and the design, drafting and implementation of many types ofexecutive compensation arrangements, including equity compensationawards, traditional nonqualified deferred compensation plans, SERPS,excess benefit plans, rabbi trusts and top hat plans. This class will alsoprovide an introduction to the registration and reporting requirementsunder the Securities Act of 1933 and the Securities Exchange Act of 1934,respectively, regarding executive compensation arrangements.


Mutually Excluded Courses: Students may not receive credit for thiscourse and Taxation of Nonqualified Deferred Compensation.

Note: This course is required for the Employee Benefits Certificate.This course is open to J.D. students by professor permission.Interested students should contact Ellis Duncan via email [email protected] no later than August 1, 2018 for permission totake this class.

LAW 3003 v00 Employee Benefits: Health & Welfare Plans (http://curriculum.law.georgetown.edu/course-search/?keyword=LAW%203003%20v00)LL.M Seminar (cross-listed) | 2 credit hoursThis course focuses on the tax and ERISA aspects of employer-sponsored health and welfare benefit plans. The tax discussion willconcentrate on the conditions for favorable tax treatment of health andwelfare benefits (and other statutory fringe benefits), the cafeteria planrules, the applicable nondiscrimination requirements, and the specialrules applicable to funded welfare benefits. The ERISA discussion willfocus on plan design, reporting and disclosure, claims procedures, andfiduciary duty rules. The course will integrate the tax and labor aspects ofthe Affordable Care Act.


Mutually Excluded Courses: Students may not receive credit for thiscourse and Health and Welfare Benefit Plans: Tax & ERISA Aspects.

Note: This course is required for the Employee Benefits Certificate.

This course is open to J.D. students by professor permission.Interested students should contact Ellis Duncan via email [email protected] no later than August 1, 2018 for permission totake this class.

LAW 3005 v00 Employee Benefits: Qualified Retirement Plans (http://curriculum.law.georgetown.edu/course-search/?keyword=LAW%203005%20v00)LL.M Seminar (cross-listed) | 2 credit hoursThis course addresses the basic structure, operation, and requirementsfor establishing and maintaining tax-qualified pension, profit-sharing,and 401(k) plans under section 401(a) of the Internal Revenue Code andrelated provisions of ERISA, including plan document, coverage, accrual,vesting, nondiscrimination requirements, taxation of distributions andrelated fiduciary obligations.


Mutually Excluded Courses: Students may not receive credit for thiscourse, Retirement Plan Qualification Requirements, Retirement Plans -Design and Taxation, or Retirement Income: Taxation and Regulation.

Note: This course is required for the Employee Benefits Certificate.This course is open to J.D. students by professor permission.Interested students should contact Ellis Duncan via email [email protected] no later than August 1, 2018 for permission totake this class.

LAW 833 v00 Estate Planning: Estate and Gift Tax (http://curriculum.law.georgetown.edu/course-search/?keyword=LAW%20833%20v00)LL.M Course (cross-listed) | 2 credit hoursThis course is an overview of the federal estate and gift tax. Beginningwith the gift tax, topics covered will include what constitutes a taxablegift, what types of property transfers are not gifts, and when a gift istreated as complete for Federal gift tax purposes. Students will exploreboth outright gifts and gifts in trust. The course will then turn to theestate tax, including what assets are included in a decedent's estate byvirtue of "strings" the decedent retained on gifts made during lifetime.The gift and estate tax marital and charitable deductions will be covered,as well as the various gift and estate tax techniques often employed toreduce the tax on lifetime gifts and testamentary bequests. The matterscovered in class are illustrated by examples drawn from current estateplanning practice, recent cases and Internal Revenue Service rulings.Students will be evaluated based on a two-hour multiple-choice finalexam.

Prerequisite: Federal Income Taxation (formerly Taxation I), Decedents'Estates or equivalent, or concurrent enrollment in Wills & Trusts. Thiscourse is taught at an advanced level, and it is strongly recommendedthat students have completed Income Taxation of Trusts, Estates,and Beneficiaries and a J.D. course in Estate and Gift Tax, or possessequivalent practice experience.

Note: Students pursuing the Estate Planning Certificate must attenda mandatory Introductory Session on 8/29 and take Income Taxationof Trusts, Estates and Beneficiaries (8/31-9/26), Estate and Gift Tax(9/28-10/31), and Special Topics in Transfer Tax (11/2-11/30). Studentsnot pursuing the Certificate may take one or more of the classes, but alsomust attend the Intro Session even if they only take one class.

Withdrawals are permitted up until the last class for this specificcourse. JD students: THIS COURSE REQUIRES PROFESSORPERMISSION TO ENROLL. Please contact Ellis Duncan via email [email protected] no later than August 1, 2018 for permission totake this class.

Taxation LL.M. 7

LAW 868 v00 Estate Planning: Income Taxation of Trusts, Estates andBeneficiaries (http://curriculum.law.georgetown.edu/course-search/?keyword=LAW%20868%20v00)LL.M Course (cross-listed) | 2 credit hoursCovers the principal federal income tax rules applicable to trusts andestates, including simple and complex trusts, grantor trusts, charitabletrusts and income in respect of a decedent. The use of problems forillustrative purposes, planning points, and other practical considerationsare emphasized in the course.

Prerequisite: Federal Income Taxation (formerly Taxation I), Decedents'Estates or equivalent, or concurrent enrollment in Wills & Trusts.

Recommended: Completion of a J.D. course in Estate and Gift Taxor equivalent practice experience. Students are advised to do somebackground reading in this area if they have not previously taken a coursein Estate and Gift Tax.


Withdrawals are permitted up until the last class for this specific course.JD students: This course requires Professor Permission to enroll. Pleasecontact Ellis Duncan via email at [email protected] no later thanAugust 1, 2018 for permission to take this class.The take-home exam in this course may be administered mid-semesterand the specific exam date will be provided by the professor after theadd/drop period.

LAW 825 v00 Estate Planning: Special Topics in Transfer Tax (http://curriculum.law.georgetown.edu/course-search/?keyword=LAW%20825%20v00)LL.M Course (cross-listed) | 2 credit hoursThis course supplements the two estate planning courses taughtearlier in the fall semester, Income Taxation of Trusts, Estates, andBeneficiaries and Estate and Gift Tax. Like those courses, it is requiredfor the Estate Planning Certificate and is a prerequisite for the Springestate planning course, Advanced Private Wealth Transfer Seminar. Thiscourse addresses four areas of special concern in wealth planning: thedistinction between common law and community property principles;valuation and business succession issues that arise in complex wealthplanning; international aspects of wealth planning; and the generationskipping transfer tax or GST. Students will be evaluated primarily on thebasis of a written paper; class participation and assigned short writtenexercises will also be given weight in determining the final grade.

Prerequisite: Federal Income Taxation (formerly Taxation I), Decedents’Estates or equivalent, or concurrent enrollment in Wills & Trusts; IncomeTaxation of Trusts, Estates, and Beneficiaries; Estate and Gift Tax.


Withdrawals are permitted up until the last class for this specific course.JD students: This course requires Professor Permission to enroll. Pleasecontact Ellis Duncan via email at [email protected] no later thanAugust 1, 2018 for permission to take this class.

8 Taxation LL.M.

LAW 487 v02 EU Tax Law (http://curriculum.law.georgetown.edu/course-search/?keyword=LAW%20487%20v02)LL.M Course (cross-listed) | 1 credit hourTax harmonization within the European Union is very difficult toachieve. Most legislative measures of the European Union in this arearequire the consensus of all 28 member states. The only real engine ofharmonisation seems to be the European Court of Justice (ECJ). The ECJitself cannot harmonize the tax systems, however, the Court can forcethe member states to open their tax systems for tax competition withinEurope. The judgments delivered by the ECJ are most of the time verysurprising, even to experts.

The course focuses on very recent judgments of the Court of Justice. Byanalysing some selected judgements, students should learn about theguiding principles of European tax law, as they have been developed bythe ECJ on a case to case basis, and about the approach of the Courtand the role the Court plays. Students should get an impression aboutpossible future developments of European tax law.

Prerequisite: Students need to have taken a basic income tax course- either about the US tax system or about the tax system of anothercountry.

Note: WEEK ONE COURSE. This course will meet for one week only onthe following days: Monday, January 7, 2019 through Friday, January 11,2019, 9:00 a.m. - 11:35 a.m.

This course is mandatory pass/fail and will not count toward the 7credit pass/fail limit for J.D. students. Attendance at all class sessionsis mandatory and all enrolled students must attend the first class inorder to remain enrolled. Students on the wait list must attend thefirst class in order to be admitted off the wait list. Enrolled studentswill have until the beginning of the second class session to request adrop by contacting the Office of the Registrar. Once the second classsession begins, students may only seek a withdrawal by contacting theiracademic advisor in the Office of Graduate Programs. Withdrawals arepermitted up until the last class for this specific course.

LAW 722 v02 Federal Limitations on State and Local Taxation (http://curriculum.law.georgetown.edu/course-search/?keyword=LAW%20722%20v02)LL.M Seminar (cross-listed) | 2-3 credit hoursAs an instrument of federalism, the U.S. Constitution plays a vital role indefining state and local governments’ taxing powers. In some instancesthis is accomplished by express Constitutional provisions; in others,by express or implied grants of authority to the legislative, executiveor judicial branches of government. This advanced state and local taxcourse will explore and analyze Constitutional provisions that limit(and sometimes expand) state and local taxing powers. It will include ahistorical review of Supreme Court jurisprudence that underscores theinherent complexities and tensions precipitated by the intersection offederalism and the underlying goals embodied within the CommerceClause, Equal Protection Clause, Import-Export Clause, Privileges andImmunities Clause, and Supremacy Clause, among others. The coursealso will explore how issues of federalism have shaped various Federalstatutory enactments, as well as pending pieces of federal legislation. Forexample, it will analyze how federalist tensions and statutory dynamicswere balanced in a recently proposed congressional bill concerning stateand local tax incentives. Additionally, the course will explore the impact ofTreaties and international trade laws, as well as their related enforcementmechanisms, which continue to spawn new issues implicating the States’powers to tax.


Note: Students must register for the 3 credit section of the seminarif they wish to write a paper fulfilling the Upperclass Legal WritingRequirement. The paper requirements of the 2 credit section will not fulfillthe Upperclass Legal Writing Requirement.

LAW 765 v00 Federal Taxation of Bankruptcy and Workouts (http://curriculum.law.georgetown.edu/course-search/?keyword=LAW%20765%20v00)LL.M Course (cross-listed) | 2 credit hoursProvides a basic background in tax issues that arise under theBankruptcy Code. The course will emphasize the treatment of taxclaims in bankruptcy and the litigation of tax liabilities in bankruptcycourt. Additionally, the course will cover the tax consequences thatcan flow from transactions while a case is pending under Title 11 orwhen a taxpayer engages in an insolvency workout. This includesdischarge of indebtedness, carryover of net operating losses, andcorporate reorganizations in bankruptcy cases. The focus is on Chapter11 proceedings and corporate debtors. However, there will be somediscussion of the tax effects on individuals and partnerships.


Recommended: Prior or concurrent enrollment in Corporate Income TaxLaw I or Corporate Taxation (formerly Taxation II).

Taxation LL.M. 9

LAW 752 v00 Federal Taxation of Financial Institutions (http://curriculum.law.georgetown.edu/course-search/?keyword=LAW%20752%20v00)LL.M Course | 2 credit hoursExamines the taxation of commercial banks, thrift institutions, regulatedinvestment companies, real estate investment trusts, property andcasualty insurance companies, and life insurance companies. The courseanalyzes the applicable special tax provisions in light of the economicfunction and operation of those institutions. Additionally, the courseexamines the taxation of mutual fund and REIT shares, annuities andlife insurance, and considers alternatives to insurance products, such asself-insurance, captive insurance companies, and risk retention groups.Consideration is given to why financial institutions are treated differentlyfrom other taxpayers and to differences in the treatment accorded to thevarious types of financial institutions and products.


LAW 2040 v00 Financial Derivatives Taxation (http://curriculum.law.georgetown.edu/course-search/?keyword=LAW%202040%20v00)LL.M Course | 2 credit hoursExamines the income tax issues associated with the taxation of financialproducts found in the modern securities markets. The course will involvediscussion of products resulting from the unbundling of traditionalsecurities, such as stocks and bonds, into their separate components; therecombination of unbundled pieces of traditional security interests intonew financial products; and products, such as swaps, caps, collars, andfloors, which allow the hedging of, or speculation in, the risks associatedwith commodity prices, interest rates, and currency exchange rates. Classparticipation is expected.


Note: DISTANCE STUDENTS REGISTER FOR CRN#: 35369. This course isopen to both on campus and distance students. However, only studentsenrolled in the Executive LL.M. in Taxation, the Executive LL.M. inSecurities & Financial Regulation, and the MSL programs may take thiscourse on a distance basis. All resident LL.M. students may not enroll inthis course on a distance basis.

LAW 2088 v00 Financial Statement Accounting for Tax Consequences(http://curriculum.law.georgetown.edu/course-search/?keyword=LAW%202088%20v00)LL.M Course | 1 credit hourThis course is important for the aspiring tax professional who desiresto better understand and communicate with business decision makersconcerning the consequential effects of transactions and how they willbe reflected in the financial statement disclosures or tax related accountsfound in the income or balance sheet. This course is important for theperson who wants to best position themselves for job opportunities withsome of the single largest U.S. and global employers of tax professionals(e.g., the Big-4 accounting firms) who place a premium on LL.M. (Tax)applicants with a basic understanding of the financial statement impactof various taxable events, which are important to many of their clientsand the services they provide.

This one-credit pass/fail course is comprised of four conceptualmodules: the first three modules focus on income based taxes; and, thefourth, non-income based taxes. The income tax modules are designedto first explain and illustrate the financial statement accounting rulesapplicable to a wide range of frequently encountered taxable events; and,secondly, illustrate how the financial accounting consequences arisingfrom those events can drive the actions of business decision makers ina direction that may appear counterintuitive from a tax perspective only.Contemporary topics facing today’s decision makers will be selectedfor this course, and will be explained and illustrated through assignedreadings, classroom examples, and case studies.

The first of the income tax modules, Basic Accounting Concepts, will offerthe uninitiated a high level overview of the conceptual cornerstones thatdrive most of the significant accounting questions related to taxation.Further, this first module will define and illustrate the concept of “deferredtaxation”, which is the financial statement mechanism used to reconcilethe differing rules governing the recognition of transactions for financialstatement and tax statement purposes; and, most frequently, where theaccounting differences between US GAAP and IRFS arise. Other topicsexplained and illustrated herein will include: permanent differences;temporary differences involving deferred tax assets, deferred taxliabilities and the impact of changing tax rates; uncertain tax positions;undistributed profits of foreign subsidiaries; net operating losses; and,related financial statement disclosures.

The second income tax module, More Advanced Accounting Concepts,will drill down on other select topics where disparate financial statementstandards exist between US GAAP and IFRS. Among the topics includedin this module are: share-based payments; foreign non-monetary assetsand liabilities; intercompany transfers of assets remaining within thegroup; tax basis and intention of management for settling assets/liabilities; the “initial recognition exemption”; and, the measurementof deferred taxes when different tax rates apply to distributed andundistributed profits.

Note: WEEK ONE COURSE. This course will meet for one week only onthe following days: Monday, January 7, 2019 through Friday, January 11,2019, 6:00 p.m. - 8:35 p.m.


10 Taxation LL.M.

LAW 900 v01 Global Indirect Tax: The VAT (http://curriculum.law.georgetown.edu/course-search/?keyword=LAW%20900%20v01)LL.M Seminar (cross-listed) | 2 credit hoursDuring this century, the United States has raised revenue chiefly throughthe income tax, which is a per capita or direct tax. In many othercountries, fiscal authorities rely far more heavily on indirect taxes. Withthe pace of globalization accelerating, U.S. tax professionals increasinglyadvise foreign clients, for whom indirect taxes may constitute a largepercentage of aggregate tax liability. A basic knowledge of how thesetaxes work is thus a valuable asset for any lawyer doing corporate orinternational tax work.

This course will introduce students to indirect taxation, exemplified bythe European Union’s Value Added Tax (“VAT”) and Canada’s Goods andServices Tax (“GST”), two of the fastest-growing indirect taxes globally.The course will examine the economic and policy rationales for suchtaxes and study in detail how different types of value added taxes work,including tax calculations and cross-border aspects. Finally, the coursewill compare the VAT with the retail sales taxes imposed by many U.S.state and local governments and will consider the feasibility of adoptingsome version of a VAT in the United States. At the end of the course,students will have a broad technical understanding of indirect taxesand an appreciation of the policy concerns that animate legislative andacademic discussion of this important subject.

This two-credit course will be divided into nine 3-hour class sessions. Allsessions will be taught by global indirect tax professionals from KPMG’sWashington D.C. office.


Note: A student will be permitted to drop a course that meets for the firsttime after the add/drop period, without a transcript notation, if a studentsubmits a written request to the Office of the Registrar prior to the startof the second class meeting. Withdrawals are permitted up until the lastclass for this specific course.

LAW 854 v00 Income Tax Accounting (http://curriculum.law.georgetown.edu/course-search/?keyword=LAW%20854%20v00)LL.M Course | 2 credit hoursCovers accounting methods and accounting periods. The courseexamines a broad range of subjects concerning the timing of income anddeductions under Subchapter E of the Internal Revenue Code. Topicsinclude requests to change methods, inventories (including costing,valuation, and the requirements for maintaining inventories), principles ofincome recognition, prepaid income, cash equivalency and constructivereceipt, special methods involving long-term contracts, depreciation,estimated expenses, prepaid expenses, and expensing versus capitalizingcosts. These topics are analyzed from both a technical viewpoint and atax policy perspective.

Prerequisite: Federal Income Taxation (formerly Taxation I), but aknowledge of financial accounting is not necessary for this course.

Note: This class, Income Tax Accounting, is required for U.S. trainedstudents pursuing the Taxation LL.M., Executive Taxation LL.M., andM.S.L Taxation degrees. This class is not required for students trainedoutside the U.S. Please note that J.D. students MAY NOT register for thesection of this course with Professor Smiley.

LAW 058 v06 International Tax and Business Planning Workshop(http://curriculum.law.georgetown.edu/course-search/?keyword=LAW%20058%20v06)LL.M Seminar (cross-listed) | 3 credit hoursThe Workshop will use a "case study" approach to address the myriadtechnical, practical and strategic issues involved in counseling acompany as it evolves from a start-up operating out of its founder'sgarage (in the first week of the semester) to a Fortune 100 globalpowerhouse with operations on every continent. Each week'shypothetical case study will consist of a fact pattern, including financialand operational data, presenting a set of business objectives and/or problems to resolve. The class will be divided into separate "lawfirms" of 4 or so students per firm. Each firm will be asked each week toundertake a new project for the senior partner/client relating to the factsand requests for advice/assistance set forth in the case study. Membersof the firm will then collaborate on a brief written product for presentationand discussion during the next week's session. The form, format andaudience for the deliverable will vary from week to week --a technicaltax law memo for the VP-Tax, a tax/financial analysis for the CFO, astrategic powerpoint presentation to the CEO or Board, a submission to aforeign tax administration, a legislative, treaty or regulatory proposal, anoutline for an oral argument in an international tax case before a FederalCircuit panel. The objective of the exercise will also vary from week toweek --for example, a pre-filing conference memo aimed at persuadingthe IRS National Office international rulings personnel to respondfavorably if a request is filed on a cross-border spinoff; the executivesummary of a Competent Authority request to resolve a withholding taxinterpretative issue under an applicable treaty; strategic analysis andrecommendations regarding the most tax effective approach to bringproducts to the EU or APAC market, to finance an international acquisitionor to tax-effect losses incurred in a particular country operations. Theseminar's final exercise will involve yet another twist in the company's lifecycle.

Prerequisite: Prior or concurrent enrollment in Corporate Income TaxationI (or the JD course, Corporate Taxation (formerly Taxation II)) and acourse in international taxation.

Mutually Excluded Courses: Students may not receive credit for both thiscourse and the J.D. course Corporate Transactions, or the J.D. seminarBusiness Planning Seminar.

Note: FIRST CLASS ATTENDANCE IS MANDATORY. All enrolled andwaitlisted students must be in attendance at the start of the first classsession in order to be eligible for a seat in the class.

Taxation LL.M. 11

LAW 3063 v00 International Tax Controversy (http://curriculum.law.georgetown.edu/course-search/?keyword=LAW%203063%20v00)LL.M Course (cross-listed) | 2 credit hoursThis course concentrates on real world civil and criminal taxcontroversies involving international tax matters facing today’s taxpractitioners. The course begins with an introduction to the U.S.compliance regime, including the obligation to report worldwideincome, specified foreign financial assets and international businessactivity. Students will learn the various international tax reportingobligations, applicable statutes of limitations and tolling provisions,potential civil penalties under the Internal Revenue Code and the BankSecrecy Act, options for resolving non-compliance, procedures forchallenging proposed and assessed penalties, and the risk of criminalinvestigation and prosecution. The course concludes with study ofcurrent international enforcement and litigation trends involving cross-border business transactions and base erosion/profit shifting issues.

Prerequisite: Federal Income Taxation

Recommended: Prior or concurrent enrollment in Federal Tax Practice &Procedure or any International Tax Course

Note: The course will include occasional presentations by guest speakersexperienced in the field of international tax.

DISTANCE STUDENTS REGISTER FOR CRN# 35378: This course isopen to both on-campus and distance students. DISTANCE STUDENTSWILL BE REQUIRED TO ATTEND LIVE VIA ZOOM VIDEOCONFERENCINGAT THE SPECIFIED MEETING TIMES. Only students enrolled in theExecutive LL.M. in Taxation, the Executive LL.M. in Securities & FinancialRegulation, and the MSL programs may take this course on a distancebasis. All J.D. students and resident LL.M. students may not enroll in thiscourse on a distance basis.

LAW 509 v01 International Tax Law (http://curriculum.law.georgetown.edu/course-search/?keyword=LAW%20509%20v01)J.D. Course (cross-listed) | 3 credit hoursThis course is an introduction to the law and policy of U.S. taxationof U.S. and foreign persons engaged in cross-border activities. Thecourse will address both how individual and corporate foreign taxpayersare taxed by the United States, and how U.S. individual and corporatetaxpayers are taxed by the United States on income earned in or fromother countries. Topics will include U.S. jurisdiction to tax, allocationof income, withholding taxes, the foreign tax credit, deferral, transferpricing, and tax treaties. The course will also consider how the U.S.rules in these areas are influenced by developments in other countries.The goal of the course is to provide an overview of the relevant law andpolicy considerations, with a focus on specific issues that are presentlycontested as a policy matter. Students should leave the course with anunderstanding of the basic framework for U.S. international tax law and asense of some of the policy debates surrounding the current rules.


Mutually Excluded Courses: Students may not receive credit both for thiscourse and for U.S. International Inbound Tax (formerly: U.S. Taxation ofForeign Persons in the United States); or U.S. International Outbound Tax(formerly: U.S. Taxation of Domestic Persons with Activities Outside ofthe U.S.); or U.S. Taxation of International Transactions.

LAW 3012 v00 Introduction to Federal Income Tax, Research & Writing(http://curriculum.law.georgetown.edu/course-search/?keyword=LAW%203012%20v00)LL.M Course | 2 credit hoursThis course will be divided into two parts. The first half of the course willbe devoted to learning about sources of information used in tax research,i.e., primary and secondary research sources, including the applicationof available internet links dealing with tax issues. The students will learnabout information generated by both primary and secondary sourcesregarding tax legislation, administration and interpretation and secondarysources available to explain and assist tax researchers understandingtax issues. There will be an examination at the end of the first half of thecourse testing the students’ knowledge of these available sources andthe tax research process. In the second half of the course, students willapply their research skills in preparing one written product. It will eitherrequire an objective analysis of tax issue(s) or deal with preparing anopinion letter or other similar written product regarding tax issue(s).

Note: DISTANCE STUDENTS REGISTER FOR CRN#: 35238.

This online-only course is limited to MSL Taxation students, and requiredfor the MSL in Taxation degree. STUDENTS WILL BE REQUIRED TOATTEND LIVE VIA ZOOM VIDEOCONFERENCING AT THE SPECIFIEDMEETING TIMES.

LAW 859 v00 Private Equity & Hedge Funds: Taxation & Transactions(http://curriculum.law.georgetown.edu/course-search/?keyword=LAW%20859%20v00)LL.M Seminar | 2 credit hoursRecent years have witnessed explosive growth in private equity funds andhedge funds. It is estimated that over $1 trillion is currently invested inhedge funds globally, and assets held by private equity funds may alsoexceed $1 trillion. Many law firms now have specialized practice groupsfocused on these investment vehicles, and the M&A tax practices oflaw firms and Big 4 accounting firms are often driven by private equitytransactions. Given their rapid growth and economic clout, it is notsurprising that private equity funds and hedge funds have attractedincreasing attention in the tax-writing committees of Congress.

This course is designed to help students gain an understanding of thestructure, economics, and taxation of these investment vehicles. Thecourse will begin with a general overview of private investment funds,the different types of funds, and the main economic drivers affectingthe fund, its investors, and the sponsor or general partner. We willthen examine the major US tax issues that arise during the life of afund, beginning with the consequences for investors and the generalpartner when the fund is organized. Students will study the partnership,corporate, and international tax issues that are common to each typeof investment and to fund operations generally. Finally, the course willaddress the tax consequences of certain exit transactions, such as thesale of a portfolio company.

The course will also include recent legislative and regulatorydevelopments affecting private equity funds, including the taxation ofso-called “carried interests” (the profits interest earned by the generalpartner or sponsor).

Prerequisite: Federal Income Taxation (formerly Taxation I) and CorporateTaxation (formerly Taxation II) or Corporate Income Tax Law I.

Recommended: Partnership Taxation.

12 Taxation LL.M.

LAW 380 v00 Retirement Income: Taxation and Regulation (http://curriculum.law.georgetown.edu/course-search/?keyword=LAW%20380%20v00)J.D. Course | 2 credit hoursThis course is an introduction to arrangements designed to accumulateincome for retirement purposes. It focuses on broad-based, tax qualifiedarrangements, although considerable attention is paid to individualretirement arrangements, "non-qualified" plans for certain highlycompensated employees, and certain specialized types of plans, such as401(k) plans. The focus of the course is to gain a basic understandingof the applicable Code and ERISA requirements, as well as the policyconsiderations underlying these rules.

Recommended: Federal Income Taxation (formerly Taxation I).

Mutually Excluded Courses: Students may not receive credit for both thiscourse and the graduate course, Employee Benefits: Qualified RetirementPlans, the graduate course Retirement Plan Qualification Requirements,or the graduate course, Retirement Plans - Design and Taxation. Thiscourse may not be applied to the graduate Certificate in EmployeeBenefits Law.

LAW 772 v00 S Corporation and LLC Taxation (http://curriculum.law.georgetown.edu/course-search/?keyword=LAW%20772%20v00)LL.M Course | 2 credit hoursExamines the business and tax issues encountered when using eitheran S corporation, a limited liability company, or a combination. Most ofthe course focuses on S corporation taxation rules including eligibilityrequirements, elections, revocations and terminations, corporate leveltaxes, distributions, loss utilization, compensation planning, and mergerand acquisition transactions. Regarding limited liability companies (LLC),areas covered are formation and classification, conversions, applicationof partnership rules, and compensation. Business considerationsand practical tax planning opportunities, as well as choice of entityfundamentals, are highlighted throughout the course.

Prerequisite: Federal Income Taxation (formerly Taxation I); CorporateIncome Tax Law I; Prior or concurrent enrollment in Taxation ofPartnerships.

LAW 775 v01 Special Topics in State and Local Taxation (http://curriculum.law.georgetown.edu/course-search/?keyword=LAW%20775%20v01)LL.M Course (cross-listed) | 2 credit hoursThe biggest challenge of a multistate tax practice is dealing with thepractical issues of multiple states with sometimes conflicting laws andregulations. Most companies operate in multistate environment and mustlearn how to apply their operational realities to a patchwork of state andlocal tax laws and regulations. With telecommuting, internet and otherwork options, and a fluid workforce, this course will also review the stateand local tax rules for employers/employees and individuals.

This course reviews the basic concepts that govern multistate taxationon an operational level and detailed practice and procedures guidelines.The issues surrounding audits and record access will be discussed alongwith the use of tools such as managed audits and voluntary disclosures.Appeals on administrative and judicial levels will be reviewed with anemphasis on statute of limitation, de novo and other issues. Additionally,this course will provide a review of the relationships between the states,information sharing between and among the states and the federalgovernment, and the natural tension between taxpayers and the staterevenue departments.

Learning objectives:

Gain an understanding of the practical aspects of state and localtaxation. This understanding will prepare you to take on real time statetax projects with a client perspective. The class will also provide you withan understanding of state and local learning resources to gain the neededinformation to define and complete state and local tax projects.


Note: DISTANCE STUDENTS REGISTER FOR CRN#: 35374. This course isopen to both on campus and distance students. However, only studentsenrolled in the Executive LL.M. in Taxation, the Executive LL.M. inSecurities & Financial Regulation, the MSL program, and the certificatein State and Local Taxation, may take this course on a distance basis. AllJ.D. students and resident LL.M. students may not enroll in this course ona distance basis.

Taxation LL.M. 13

LAW 944 v00 State and Local Taxation: Income & Franchise Taxes(http://curriculum.law.georgetown.edu/course-search/?keyword=LAW%20944%20v00)LL.M Course (cross-listed) | 2 credit hoursThis course discusses the basic principles of state and local taxation,focusing primarily on state income and franchise taxes. The courseprovides an overview of the limitations of state taxation provided by theDue Process and Commerce Clauses of the U.S. Constitution as wellas selected federal statutes that pre-empt state taxation. The coursediscusses conformity with federal tax laws and introduces the studentto the state tax concepts of unitary business principle and formularyapportionment. In addition to corporate income and franchise tax issues,the course will discuss issues relating to passthrough entities, commonplanning strategies, states’ authority to challenge positions taken bytaxpayers, and taxation of non-U.S. income and non-U.S. taxpayers.


Note: DISTANCE STUDENTS REGISTER FOR CRN#: 35240. This courseis open to both on campus and distance students. Executive LL.M. inTaxation, the Executive LL.M. in Securities & Financial Regulation, theMSL program, and the certificate in State and Local Taxation, may takethis course on a distance basis. All J.D. students and resident LL.M.students may not enroll in this course on a distance basis.

LAW 824 v01 State and Local Taxation: Other Business Taxes (http://curriculum.law.georgetown.edu/course-search/?keyword=LAW%20824%20v01)LL.M Course (cross-listed) | 2 credit hoursThis course, in conjunction with the state and local income and salesand use tax courses, is intended to complete a foundational overview ofprimary state and local taxes, fees and other charges (“taxes”) imposedon manufacturing and mercantile entities, as well as select industriesoperating in a multijurisdictional environment. Included among theareas that are reviewed in this course, on a comparative law basis are:ad valorem taxes imposed on real, tangible and intangible property, aswell as select federal provisions, such as that found in the RailroadRevitalization and Regulatory Reform Act (4-R Act) of 1976; escheat/unclaimed funds laws; net worth taxes; transfer taxes, including thoseimposed on the transfer of “controlling” real property interests; selectexcise taxes, including those imposed on telecommunication and naturalresource companies; withholding taxes, including state equivalentsto the federal withholding tax imposed by Foreign Investment in RealProperty Tax Act” (FIRPTA) rules; unemployment taxes, includingState Unemployment Tax Act (SUTA) dumping provisions; statutoryand negotiated tax incentives; privilege and retaliatory taxes; and,business license taxes and fees. By presenting the above topics in acomparative laws context, nonuniform principles, policies, jurisprudenceand administrative positions confronting the multijurisdictional businessoperating in multistate environment are brought to light and will serve asone of the primary themes of this course.


Note: DISTANCE STUDENTS REGISTER FOR CRN#: 35241. This courseis open to both on campus and distance students. Executive LL.M. inTaxation, the Executive LL.M. in Securities & Financial Regulation, theMSL program, and the certificate in State and Local Taxation, may takethis course on a distance basis.. All J.D. students and resident LL.M.students may not enroll in this course on a distance basis.

LAW 2031 v00 State and Local Taxation: Sales and Use Taxes (http://curriculum.law.georgetown.edu/course-search/?keyword=LAW%202031%20v00)LL.M Course (cross-listed) | 2 credit hoursThis course provides an in-depth examination of Sales & Use taxes.These taxes make up approximately half of all state tax revenues. Thecourse focuses on fundamental principles of the Sales & Use tax regimeby reviewing seminal and recent cases on the subject. The course alsodiscusses U.S. Constitutional limitations applicable to Sales & Usetaxes and state efforts to bypass these limitations to tax remote sellers.Finally, we will discuss current issues in the world of Sales & Use taxation,including application of Sales & Use taxes to 'the Cloud', 'Groupon'-typesales models, telecommunications services, and digital goods.

Recommended: It is recommended students take Federal IncomeTaxation (formerly Taxation I) prior to enrollment.


LAW 401 v00 Structuring Private Equity Transactions (http://curriculum.law.georgetown.edu/course-search/?keyword=LAW%20401%20v00)LL.M Course (cross-listed) | 2 credit hoursThis course covers the key business, legal and tax principles applicableto the private equity industry, including analysis of (and developingpractical skills with respect to) the formation of private equity funds,investment by private equity funds in companies ranging from startupsto leveraged buyouts, and in each case focusing on the business and taxaspects of aligning management incentives. The course exploresthese topics through a series of problem sets that require students toanalyze complex transactions, and to apply their analytical skills and theircorporate, tax and regulatory knowledge to solve business, legal and taxissues. Substantive subjects include federal income tax, corporate law,partnership and limited liability company law, SEC law and other legaldoctrines and relevant to entrepreneurial "deals," in each case applied in amanner to achieve or enhance the business objectives of the transaction.

Students are expected to develop analytical and practical lawyering skillsin bringing legal, tax and regulatory expertise to a transaction.

Prerequisite: Corporations; Federal Income Taxation (formerly TaxationI); prior or concurrent enrollment in Corporate Taxation (formerly TaxationII).

Recommended: Securities Regulation.

Mutually Excluded Courses: Students may not receive credit for both thiscourse and Emerging Growth Companies and Venture Capital Financings.

14 Taxation LL.M.

LAW 3017 v00 Survey of Employee Benefits Law (http://curriculum.law.georgetown.edu/course-search/?keyword=LAW%203017%20v00)LL.M Course (cross-listed) | 2 credit hoursThis course provides a general overview of the federal labor and tax lawpolicies and principles that apply to employment-based retirement plans,health care plans, and executive compensation arrangements. Studentswill examine the principles of the Internal Revenue Code and ERISA thatgovern the form and operation of employer-sponsored plans, especiallytax-qualified pension plans, executive compensation arrangements andwelfare plans (with a focus on health care). This class will concentrateon the structure and basic rules that govern such arrangements. In thecontext of tax-qualified and nonqualified plans and health and welfareprograms, this course will explore plan administration, fiduciary duties,claims appeals and litigation.


Mutually Excluded Courses: Employee Benefits: Qualified RetirementPlans, Employee Benefits: Executive Compensation, Employee Benefits:Health & Welfare Plans, Employee Benefits Practicum

Note: Students enrolled in the Employee Benefits Certificate Program maynot register for this course.

LAW 2072 v00 Survey of State and Local Taxation (http://curriculum.law.georgetown.edu/course-search/?keyword=LAW%202072%20v00)LL.M Course (cross-listed) | 2 credit hoursThis course is designed as a survey course for those students notpursuing a SALT Certificate in conjunction with their LL.M. in Taxation,Executive LL.M. in Taxation, or MSL Program. The course begins byfirst introducing the student to the dynamics and taxonomy of SALT,and why (out of necessity) the study of subnational taxes must varyfrom the “classic” pedagogy of most LL.M. – Tax programs that havecome to focus and build on a study of the differing subchapters of theInternal Revenue Code. Next, the course explores important subnationaltopics not encountered in the study of federal corporate income taxes,such as federal limitations on the powers of subnational governmentsto tax. To close the course, the student will be presented with a casestudy and a comparative law analysis that will provide them insight intoanalytical approaches employed by interdisciplinary tax teams made-upof international, federal and subnational tax specialists assigned to dealwith enterprise restructurings.

SALT issues unique to following types of taxes will be explored: incomebased taxes; sales and use taxes; ad valorem taxes; unemploymenttaxes; real estate and controlling-interest taxes; transfer taxes; grossreceipts taxes; capital stock (net worth based) taxes; excise taxes; and,other taxes to illustrate the diversity of subnational levies and how theycan be of critical importance to select industries and their advisors,e.g., such as the insurance industry (premium and retaliatory taxes); thenatural resource industry (severance taxes); the communication industry(telecommunication taxes); and, the health care industry (hospital andmedical provider taxes).

In addition to overviewing key taxes, the course will introduce the studentto other important topics that routinely engage multijurisdictionalenterprises, including: unclaimed property (“escheat”) audits; issuesimplicated by operations and transactions within and without theU.S.; statutory and negotiated tax and non-tax incentives; and, thenonuniform taxing and sourcing rules that face unincorporatedmultijurisdictional enterprises and their owners that choose to operatethrough partnerships, limited liability companies, S Corporations or jointventures.


Note: Students enrolled in the SALT Certificate program may NOT receivecredit for this course.

Taxation LL.M. 15

LAW 883 v00 Survey of Transfer Pricing (http://curriculum.law.georgetown.edu/course-search/?keyword=LAW%20883%20v00)LL.M Course | 2 credit hoursThe topic of international transfer pricing – that is, how a businessconducting operations in a number of different countries should divideits taxable income among those countries – remains among the mostpractically important of international tax issues. This course seeksto provide an introduction to the United States' principals and currentpractice of international transfer pricing, as well as some understandingof the historical and conceptual basis of the current system. Specificgoals of the course are to assist foreign students in gaining a generalperspective on the United States system and to provide domesticstudents and practitioners a sufficient level of understanding of thearea and practices to provide a platform for the development of furtherinterest in the area.

Recommended: Prior or concurrent enrollment in a course in internationaltaxation.


LAW 2012 v00 Tax Court Advocacy Workshop (http://curriculum.law.georgetown.edu/course-search/?keyword=LAW%202012%20v00)LL.M Seminar (cross-listed) | 2 credit hoursThis workshop offers a guide to the effective representation of individualtaxpayers, including those with low income, in U.S. Tax Court cases.Using tax law frequently involved in individual income tax matters, thecourse covers the cycle of an individual income tax dispute with the IRS,beginning at the administrative level and culminating in a mock Tax Courttrial and mock US Court of Appeals appellate argument. We start with anoverview of income tax issues that commonly affect these taxpayers andgive rise to frequent litigation. Acting as either lawyer for the taxpayeror the IRS in hypothetical cases, students will conduct client interviews,prepare IRS administrative filings, Tax Court petitions and briefs, andengage in other exercises designed to impart the skills of effective taxadvocacy and to convey a practical understanding of the tax controversyprocess. An introductory course in taxation is a prerequisite. A course intax practice and procedure is recommended but not required. Studentswill be graded on written assignments and on class performance duringthe semester.

Prerequisite: Federal Income Taxation (formerly Taxation I)

LAW 2033 v00 Tax Fraud and Tax Crimes (http://curriculum.law.georgetown.edu/course-search/?keyword=LAW%202033%20v00)LL.M Course (cross-listed) | 2 credit hoursThis course offers first-hand insight into how federal criminal taxcases are investigated and prosecuted. Taught by white collar defenseattorneys with prior federal prosecutorial and enforcement experience,topics include a survey of frequently charged crimes such as tax evasion,filing false returns, and conspiracy. The course chronicles the life of atax fraud prosecution from its inception at the investigative stage toindictment, pretrial, trial, and sentencing. At each stage, students arepresented with challenging issues about methods of proof, taxpayerdefenses and other issues that impact the theory of prosecution.Student will learn how to examine the strength of evidence of a caseand negotiate with federal prosecutors and enforcement agents, theequities for-and-against prosecution, and trial strategy. Animatingthese discussions are examples of recent tax prosecutions in federaldistrict court that have either resulted in criminal conviction or acquittalof the taxpayer, along with well-known domestic and cross-borderinvestigations.

Strongly Recommended: Federal Income Taxation (formerly Taxation I).

LAW 1276 v00 Tax Law and Public Finance Workshop (http://curriculum.law.georgetown.edu/course-search/?keyword=LAW%201276%20v00)J.D. Seminar (cross-listed) | 3 credit hoursThis workshop will introduce students to the current research intax policy and will give them an opportunity to develop skills inreading and critiquing contemporary legal scholarship. After a fewintroductory sessions, the workshop will shift to a series of weekly paperpresentations by leading government experts, public finance economists,and tax scholars from around the country. Students will be required tosubmit brief response papers in advance of the presentations, and will beexpected to actively participate during class discussions. Final gradeswill be based on the response papers and in-class participation. A limitednumber of students will be able to write longer papers for three-pointwriting credit. To do so, they must register accordingly.

Note: This seminar requires a paper. J.D. students must register for the3 credit section of the seminar if they wish to write a paper fulfillingthe Upperclass Legal Writing Requirement. The paper requirementsof the 2 credit section will not fulfill the J.D. Upperclass Legal WritingRequirement.

16 Taxation LL.M.

LAW 1276 v01 Tax Law and Public Finance Workshop (http://curriculum.law.georgetown.edu/course-search/?keyword=LAW%201276%20v01)J.D. Seminar (cross-listed) | 2-3 credit hoursThis course is a colloquium on recent academic work in tax law, publicfinance economics, and related fields. It is intended to introduce youto current research in tax policy and to give you an opportunity todevelop skills in reading and critiquing contemporary legal and economicscholarship and policy position papers. After one introductory session,the workshop shifts to a series of weekly paper presentations by leadingpublic finance economists, tax law scholars, and government experts.This year tax reform-related discussions will motivate a number of thepresentations.

Professors Lily Faulhaber and John Brooks lead the workshop. This is asmall and focused course, and thus reading and active participation areessential. The format for the paper presentations will be 15-25 minutes ofpresentation by the speaker, followed by discussion. The primary goal isstudent-centered discussion and participation, but students will also beexposed to views provided by other Georgetown faculty and members ofthe larger DC-area tax community who attend the worksop.


LAW 2042 v01 Tax Lawyering and Professional Responsibility in FederalTax Practice (http://curriculum.law.georgetown.edu/course-search/?keyword=LAW%202042%20v01)LL.M Course | 2 credit hoursThis course provides students with an opportunity to consider andaddress the ethical issues that attorneys frequently encounter in differentkinds of modern-day tax practice, either tax planning or controversy.Such contemporary issues relate to conflicts of interest, evidentiaryprivileges and confidentiality duties, tax return preparer penalties, taxopinion standards, tax shelters, federal-court petitions for injunctiverelief and for review under the Administrative Procedure Act, and rulesgoverning disciplinary proceedings. To help students to grapple withthese issues, both individually and in collaboration with fellow students,this course will provide a legal framework and tools to analyze andaddress the tax lawyer's legal and professional obligations under theAmerican Bar Association's Model Rules of Professional Conduct, asadopted by state disciplinary authorities, Treasury Department CircularNo. 230 (the regulations governing practice before the Internal RevenueService), and the Internal Revenue Code’s penalty provisions.

Prerequisite: for J.D. students only: J.D. students who wish to enroll inthis course must first complete a Professional Responsibility course.

LAW 784 v00 Tax Planning for Corporate Acquisitions Seminar (http://curriculum.law.georgetown.edu/course-search/?keyword=LAW%20784%20v00)LL.M Seminar | 2 credit hoursThis seminar will examine the tax planning for recent public M&A dealsfrom the practical vantage points of tax counsel advising the buyer andthe seller. The principal focus will be on: (1) the tax structure utilized;(2) the tax representations, warranties, covenants, and indemnificationprovisions in the acquisition documents, along with any tax-sharingagreements; (3) the tax disclosure discussion in the proxy/prospectusdelivered to the shareholders; and (4) the form of tax opinions providedby the buyer’s and the seller's tax counsel.

Prerequisite: Completion of Corporate Income Tax Law I and prior orconcurrent enrollment in Corporate Income Tax Law II or CorporateTaxation (formerly Taxation II).

Note: This class will require a final paper and a short mid-term paper.

LAW 736 v00 Tax Planning for Real Estate Transactions Seminar(http://curriculum.law.georgetown.edu/course-search/?keyword=LAW%20736%20v00)LL.M Seminar | 2 credit hoursExamines on an interactive and pragmatic basis the effect of federalincome taxes on the real estate market and real estate transactions;sales (including installment sales) and like kind exchanges of real estateinterests; the choice of various entities (including partnerships, limitedpartnerships, LLCs, S corporations and REITs) for the ownership anddevelopment of real estate; the impact of taxes on the landlord andtenant; the tax impact of creative financing techniques, such as thesale-leaseback;basis (including at-risk) and basis adjustments; passiveactivity loss limitations; and the tax consequences of foreclosures,bankruptcies, and work-outs.

Prerequisite: Federal Income Taxation (formerly Taxation I). Prior orconcurrent enrollment in Taxation of Partnerships or equivalent practiceexperience strongly recommended.

Taxation LL.M. 17

LAW 441 v00 Tax Policy Overview (http://curriculum.law.georgetown.edu/course-search/?keyword=LAW%20441%20v00)LL.M Seminar | 3 credit hoursThis course will equip students with the tools they need to think aboutfundamental tax policy issues. It will illustrate those issues by referenceto tax policy questions that the U.S. Congress, Treasury Department, andInternal Revenue Service have recently considered.

The course focuses primarily on Federal corporate and individual incometaxes. However, other Federal taxes, including employment taxes andestate and gift taxes, will also be considered. In addition, state andinternational tax practices will be discussed when relevant.

Major topics include the fiscal and social purposes of taxation, the choiceof tax base (including alternatives to the use of income as the tax base),the identity of the taxpayer, timing issues (including realization issuesand deferral), territorial versus worldwide taxation (including source rulesand cross-border transactions), and administrative issues (including thelegislative process, tax enforcement, and tax ethics).

Students are required to complete a brief assignment before and aftereach class. These assignments can be obtained from the AssignmentDrop Box tab on the class Courseware site.

This course requires submission of a 25-page research paper.

This course is listed in both the J.D. and Graduate schedules, and is opento students in both programs.

In general, students may not register for this course unless they havecompleted Taxation I or its equivalent. However, this requirement maybe waived in appropriate cases if a student obtains written permissionfrom the course professor and provides it to the Office of the Registrar atthe time of registration. LL.M. students are presumed to have taken theprerequisite of Taxation I prior to entering their program of study.


LAW 428 v05 Tax Policy Seminar (http://curriculum.law.georgetown.edu/course-search/?keyword=LAW%20428%20v05)J.D. Seminar | 3 credit hoursThe reading for the Tax Policy Seminar will be classic (or foundational)articles on tax policy. The topics that we will cover includecomprehensive income taxation, the rate structure, personal deductions,income versus consumption taxation, and tax expenditures.

The seminar meetings will alternate reading and writing assignments. Onodd-numbered weeks, there will be a reading assignment consisting ofone or two law review articles. For each even-numbered week, you will beasked to write a 750-word paper.

You must submit each paper no later than 7pm on the Sunday precedingthe class devoted to that paper.

Each paper should discuss some aspect of the previous week’s reading.It is up to you to decide more specifically what to write about. Youmay criticize the author’s argument. You may praise it. You may, if youwish, try to summarize the argument (not as easy as it may seem). Thedecision is yours.

At classes devoted to writing, we will discuss one or two of the papersdue the preceding Sunday evening. In advance of each of these classes,I will email to each of you copies of the paper or papers that we willdiscuss. I expect you to study these papers carefully so that you cancomment on the writing when the seminar meets. One of your paperswill be the focus of discussion during at least one (and probably no morethan one) class.

REQUIREMENTS

1. Attendance is required.

2. Preparation is required. I expect you to read each assignment carefullyand critically, whether a law review article by an outside author or thepaper of a classmate.

3. For weeks when papers are due, you must submit your paper NOLATER THAN SUNDAY AT 7PM. Absent a true family or medicalemergency, you will receive a failing grade on any paper not submitted bythat deadline.

4. All papers must be submitted as an attachment to an email message.My email address is: ([email protected]).

5. I will make comments, suggest changes, and return your paper to youby email no later than 9pm on the Tuesday before we meet to discussthat week’s writing assignment.

ALSO – students taking the seminar to meet the writing requirementwill receive 3 credits and must write a paper on a tax policy subject thatfollows the technical requirements of the J.D. upperclass legal writingrequirement. The requirements are explained in the Georgetown LawStudent Handbook (http://www.law.georgetown.edu/campus-services/registrar/handbook). (http://www.law.georgetown.edu/campus-services/registrar/handbook/index.cfm.html)


Mutually Excluded Courses: Students may not receive credit for boththis seminar and the J.D. seminar, Current Issues in Tax Law and PolicySeminar or the graduate seminars, Tax Policy or Graduate Seminar:Federal Tax Policy.

Note: THIS COURSE REQUIRES PROFESSOR PERMISSION TO ENROLL.Please email Professor Stephen Cohen ([email protected]) byTuesday, June 6, 2017 expressing your interest in taking the seminar. Thisseminar is open to J.D. students only.ATTENDANCE IS MANDATORY AT ALL CLASS SESSIONS. All enrolled andwaitlisted students must be in attendance at the start of the first classsession in order to be eligible for a seat in the class and must attend eachclass session in its entirety.This seminar requires a paper. J.D. students must register for the 3credit section of the seminar if they wish to write a paper fulfillingthe Upperclass Legal Writing Requirement. The paper requirementsof the 2 credit section will not fulfill the J.D. Upperclass Legal WritingRequirement.

18 Taxation LL.M.

LAW 856 v00 Tax Practice and Procedure (Administrative Practice)(http://curriculum.law.georgetown.edu/course-search/?keyword=LAW%20856%20v00)LL.M Course | 2 credit hoursExamines the administration and enforcement of the Internal RevenueCode, including types of guidance, preparation and filing of returns,audit procedures, administrative appeals, deficiencies, assessments,closing agreements, collection, penalties applicable to taxpayers andpractitioners, interest, refund claims, statutes of limitations, and practicebefore the IRS.


LAW 858 v00 Tax Practice and Procedure (Litigation) (http://curriculum.law.georgetown.edu/course-search/?keyword=LAW%20858%20v00)LL.M Course | 2 credit hoursStudies problems and considerations arising in the litigation of federaltax cases before the U.S. Tax Court, District Court, and the Courtof Federal Claims, including jurisdictional, procedural, ethical andevidentiary issues. Practical problems of choice of forum, pleadings,discovery, privileges and tax trial practice are surveyed. Also consideredare IRS summons enforcement litigation, civil collection, levy anddistraint, and the tax lien and its priorities. Government attorneys,practicing attorneys, and U.S. Tax Court Judges are utilized as guestlecturers on some of the subject matter.



LAW 809 v04 Tax Research & Writing (http://curriculum.law.georgetown.edu/course-search/?keyword=LAW%20809%20v04)LL.M Seminar | 2 credit hoursIn the first half of the course, we will cover the basic concepts of taxresearch. We will cover legislative, administrative, judicial, and secondarysources of authority. We will discuss where these materials can belocated, the extent to which these materials are available electronically,and other practical aspects of researching tax issues in private practiceand as an IRS attorney. We will also talk about the relative weight to begiven to these various authorities. Finally, we will review why taxpayersand practitioners must be aware of and consider the relative weight ofthe various authorities covered in the course. In the second half of thecourse, we will focus on developing effective writing skills. The abilityto accurately convey one’s thoughts in a written work product is anessential skill in the legal profession. The strength of a legal argumentdepends not only on the sources of authority cited but also on themanner in which those authorities are presented. There will be a briefresearch memorandum and a piece of persuasive writing on a current taxissue that will provide you with a chance to use the research skills youlearned in the first half of the course.

Prerequisite: Federal Income Taxation (formerly Taxation I) and prioror concurrent enrollment in Corporate Income Tax Law I or CorporateTaxation (formerly Taxation II).

LAW 809 v02 Tax Research and Writing (http://curriculum.law.georgetown.edu/course-search/?keyword=LAW%20809%20v02)LL.M Seminar | 2 credit hoursIn the first half of the course, we will cover the basic concepts of taxresearch. We will begin with domestic materials, including statutes,legislative history, regulations, cases, administrative rulings, andsecondary sources. Then we will cover tax treaties and other internationalmaterials, including other international agreements with tax provisions.We will discuss where these domestic and international materials can belocated, the extent to which these materials are available electronically,and other practical aspects of researching tax issues in private practiceand as an IRS attorney. We will also talk about the relative weight to begiven to these various authorities and the interaction between domesticlaw and international agreements. Finally, we will review why taxpayersand practitioners must be aware of and consider the relative weight of thevarious authorities covered in the course.

In the second half of the course, we will focus on developing effectivewriting skills. The ability to accurately convey one’s thoughts to a writtenwork product is an essential skill in the legal profession. The strength ofa legal argument depends not only on the sources of authority cited butalso on the manner in which those authorities are presented.

There will be a brief research memorandum and a piece of persuasivewriting on a current tax issue that will provide you with a chance to usethe research skills you learned in the first half of the cours

Prerequisite: Federal Income Taxation (formerly Taxation I) and prioror concurrent enrollment in Corporate Income Tax Law I or CorporateTaxation (formerly Taxation II).

Taxation LL.M. 19

LAW 846 v00 Tax Treaties (http://curriculum.law.georgetown.edu/course-search/?keyword=LAW%20846%20v00)LL.M Course (cross-listed) | 2 credit hoursInternational tax treaties determine why hedge funds are located wherethey are, how motion pictures are financed, whether the dispatch ofemployees abroad is economical, and why financial assets followprescribed international paths. They determine why Netherlandsand Luxembourg have a large positive balance of trade with theUnited States, and why recording studios are established in theCaribbean. They determine whether bank accounts in Switzerlandand Liechtenstein are really secret. While tax treaties ostensibly areonly about dividing up tax bases between countries and exchanginginformation between sovereigns, in reality they channel the flow ofinvestment and development in the global economy.

This course assumes that students have some familiarity with basictax treaty concepts and examines how provisions of the OECD ModelTreaty and the United States Model Treaty are used by tax practitionersto achieve specific business objectives. Students will acquire anunderstanding of how treaty provisions help shape economic andfinancial decisions in different industries and economic sectors. Thecourse uses examples drawn from actual practice to illustrate thecreative use of tax treaty provisions. It is designed to be an interactiveexperience, with students working on case studies, discussing alternativeapproaches, and using different jurisdictions and changes in the form ofthe underlying transaction to achieve desirable tax results.


This course is intended to teach the concepts underlying the UnitedStates Model Tax Treaty and the OECD Model Tax Treaty. By the end ofthe course, students are expected to understand how tax treaties areorganized and be able to apply the model tax treaties to factual situationsin which the tax treaties are applicable.

At the same time, the course is intended to challenge the student tobe aware of the ethical challenges and risks of practice in the area ofinternational taxation. More and more, tax authorities are not only lookingto penalize a taxpayer for improper tax planning, but also the tax advisorwho recommended the course of action followed by the taxpayer. By theend of the course, students are expected to be able to understand wherethe borders of ethical behavior are when developing international taxstructures and to be able to analyze risks to the clients and themselveswhen working in this area.

Finally, the course is intended to reinforce principles of close readingand attention to the specific wording used in the tax treaties and casesinterpreting the tax treaties. By the end of the course, students areexpected to be able to read and understand why specific words are usedin tax treaties and the significance of these words.

Prerequisite: One course in international taxation.


DISTANCE STUDENTS REGISTER FOR CRN#: 35377. This course isopen to both on campus and distance students. However, only studentsenrolled in the Executive LL.M. in Taxation, the Executive LL.M. inSecurities & Financial Regulation, and the MSL programs may take thiscourse on a distance basis. All J.D. students and resident LL.M. studentsmay not enroll in this course on a distance basis. This course is opento J.D. students by professor permission. Interested students shouldcontact Professor De Vos via email at [email protected] no laterthan December 1, 2018 for permission to take this class.

LAW 897 v00 Tax Treaties (http://curriculum.law.georgetown.edu/course-search/?keyword=LAW%20897%20v00)LL.M Seminar (cross-listed) | 2 credit hoursThis is a basic tax treaty course. It will cover fundamental tax treatyconcepts such as residency, permanent establishment, businessprofits, limitation on benefits, and relief from double taxation (includingoperation of the U.S. foreign tax credit rules). There will be an overviewof treaty provisions that apply to investment income and income fromthe performance of services. In addition, students will learn aboutthe interaction of tax treaties with U.S. domestic tax law, the role ofinternational organizations in interpreting tax treaties, procedures forresolving tax treaty disputes through the competent authority process,and strategies for researching tax treaties. This course is designed forstudents with little or no background in tax treaties. However, studentswill be expected to have a basic understanding of the U.S. tax rules thatapply to foreign persons who receive income from the United States andU.S. persons who receive income from abroad. The course will be basedprimarily on the United States Model Income Tax Convention, togetherwith selected case law and administrative authority. We will also look atselected provisions of the OECD Model Tax Convention.

Prerequisite: Federal Income Taxation (formerly Taxation I) and prior orconcurrent enrollment in one course in international taxation.

LAW 948 v00 Tax Treatment of Charities and Other NonprofitOrganizations (http://curriculum.law.georgetown.edu/course-search/?keyword=LAW%20948%20v00)LL.M Course (cross-listed) | 2 credit hoursStudies the treatment of charities and other nonprofit organizations,including private foundations, churches, hospitals, trade associations,social clubs, and political organizations under the federal income taxlaw. Among the topics covered are the characteristics of the variousclasses of exempt organizations, the legislative policies underlying theirexemption from tax, problems associated with qualification for andretention of exemption, joint ventures, the unrelated business incometax including corporate sponsorship, the declaratory judgment remedy,implications of racial discrimination, international activities and thetreatment of lobbying and political expenditures.


Note: Students may not withdraw from this class after the add/dropperiod ends without the permission of the professor.

20 Taxation LL.M.

LAW 1328 v00 Taxation in the European Union Seminar (http://curriculum.law.georgetown.edu/course-search/?keyword=LAW%201328%20v00)J.D. Seminar (cross-listed) | 3 credit hoursFor the past several decades, the European Union has been at acrossroads. Member States no longer have complete sovereigntyover their tax systems, but the European Union as a whole has onlylimited control over taxation. This seminar will introduce students tothe particular challenges raised by taxation in the European Union. Thisseminar will provide a general background to European Union law andwill then introduce students to the treatment of indirect taxation, directtaxation, and state aid. The seminar will conclude with several sessionson possible solutions to the tax challenges currently facing the EuropeanUnion.

Prerequisite: Students must have taken Federal Income Taxation(formerly Taxation I).

Recommended: International Tax is encouraged but not required.


LAW 980 v00 Taxation of Debt Instruments & Securitization Transactions(http://curriculum.law.georgetown.edu/course-search/?keyword=LAW%20980%20v00)LL.M Seminar (cross-listed) | 2 credit hoursTextbook: David C. Garlock, Federal Income Taxation of Debt Instruments

This class will cover the following topics:

1. Definition of Indebtedness and debt v. equity discussion2. OID basic rules3. Disallowance and anti-abuse rules4. Variable rate debt instruments5. Contingent payment debt instruments6. Market discount and bond premium7. OID special topics8. Sales, exchanges, redemptions and modifications of debt instruments9. Cross border and treaty issues


Recommended: Prior or concurrent enrollment in Corporate Income Tax Ior Corporate Taxation (formerly Taxation II).

Note: The take-home exam in this course may be administered mid-semester and the specific exam date will be provided by the professorafter the add/drop period.

LAW 945 v00 Taxation of Energy Markets (http://curriculum.law.georgetown.edu/course-search/?keyword=LAW%20945%20v00)LL.M Seminar (cross-listed) | 2 credit hoursThe energy industry has undergone dramatic change in recent years.The US power sector is undergoing a transformation from a coal-basedsector to one that now has incredible diversity between natural gas, wind,solar and even nuclear energy now leading the way in new development.Likewise, the oil and gas sector has seen a revolution in developmentof non-conventional energy sources, changing US energy policy andenergy politics. More so than almost any other industrial sector, energyis highly influenced by the tax law. The economics of renewable energyis highly dependent on specific tax credits designed to encouragetheir development. For oil and gas, long-standing tax rules impact howinvestment decisions are made.

This course will examine three important areas of energy tax policy:

1. taxation of the oil and gas industry (including long-standing tax rulesspecific to exploration, production and refining of oil and natural gas)

2. taxation of electric utility and natural gas markets (including taxchanges flowing from deregulation of these markets)

3. tax subsidies and tax incentives for alternative energy development(including analysis of creative tax-planning structures designed tomaximize the value of these incentives).

The course is designed to help students appreciate the role tax playsin the generation of energy in the US and issues confronted by taxpractitioners in this rapidly changing environment. There will be a finalexamination at the end of the semester.


Recommended: Corporate Tax Law I or Corporate Taxation (formerlyTaxation II).

LAW 2069 v00 Taxation of Financial Instruments and Transactions(http://curriculum.law.georgetown.edu/course-search/?keyword=LAW%202069%20v00)LL.M Seminar | 2 credit hoursThe course will explore selected federal income tax issues relating tofinancial instruments and transactions. Major topics will include the legaland economic characteristics of equity, indebtedness and derivatives,the fundamentals of the original issue discount (OID) rules, marketdiscount and bond premium, variable rate and contingent payment debtinstruments, fundamentals and taxation rules for derivatives, hedgingtransactions, straddles and wash sales.

Taxation LL.M. 21

LAW 362 v01 Taxation of Partnerships (http://curriculum.law.georgetown.edu/course-search/?keyword=LAW%20362%20v01)J.D. Course (cross-listed) | 2 credit hoursExamines in-depth the provisions of Subchapter K of the Internal RevenueCode and the regulations thereunder. Attention is given to the tax issuesarising upon the formation, operation and liquidation of a partnership,including the consequences of acquisitions of partnership interests,compensating the service partner, distributions by the partnership topartners, the option adjustment to basis of partnership property, and thetransfer of partnership interests.


Recommended: Corporate Taxation (formerly Taxation II).

Mutually Excluded Courses: Students may not receive credit for both thiscourse and the LL.M. course, Taxation of Partnerships (LAWG-942).

LAW 362 v02 Taxation of Partnerships (http://curriculum.law.georgetown.edu/course-search/?keyword=LAW%20362%20v02)J.D. Course (cross-listed) | 4 credit hoursTaxation of Partnerships covers the tax treatment of non-corporatebusiness entities, including both partnerships and limited liabilitycompanies. These business forms are commonly used in severalimportant contemporary settings, including private equity, real estatetransactions, professional organizations (such as law firms andaccounting firms), and international tax planning, as well as in everydaysmall businesses. Similar course coverage can also be found in thecombined LL.M. courses Partnership Tax I and Partnership Tax II.


Recommended: Many students find Corporate Taxation a helpfulpreparation for this course, but it is not required.


LAW 362 v03 Taxation of Partnerships (http://curriculum.law.georgetown.edu/course-search/?keyword=LAW%20362%20v03)J.D. Course (cross-listed) | 2 credit hoursThis course examines in-depth the provisions of Subchapter K of theInternal Revenue Code and the regulations thereunder as they apply tothe life cycle of a partnership, from formation to liquidation. Studentswill be able to evaluate the tax consequences of the most commonpartnership transactions, including the acquisition of a partnershipinterest, compensation of a service partner, distributions by thepartnership to partners, and transfers of partnership interests. In addition,students will understand the mechanics and implications of profit andloss allocations, liability allocations, allocations with respect to built-ingain property and disguised sales of property between a partner and apartnership. Students will also have a basic understanding of partnershiptax accounting, including creating and maintaining tax and book balancesheets.

Prerequisite: Federal Income Taxation.

Recommended: Prior or concurrent enrollment in Corporate Taxation.


LAW 942 v00 Taxation of Partnerships (http://curriculum.law.georgetown.edu/course-search/?keyword=LAW%20942%20v00)LL.M Course | 3 credit hoursThis course examines in-depth the provisions of Subchapter K of theInternal Revenue Code and the regulations thereunder. Attention is givento the tax issues arising upon the formation, operation and liquidation ofa partnership, including the consequences of acquisitions of partnershipinterests, distributions by the partnership to partners, the optionaladjustment to basis of partnership property, the transfer of partnershipinterests, and current topics in partnership taxation.


Mutually Excluded Courses: Students may not receive credit for both thiscourse and the J.D. course, Taxation of Partnerships (LAWJ 362).

LAW 942 v01 Taxation of Partnerships (http://curriculum.law.georgetown.edu/course-search/?keyword=LAW%20942%20v01)LL.M Course (cross-listed) | 2 credit hoursThis course examines in-depth the provisions of Subchapter K of theInternal Revenue Code and the regulations thereunder. Attention is givento the tax issues arising upon the formation, operation and liquidation ofa partnership, including the consequences of acquisitions of partnershipinterests, distributions by the partnership to partners, the optionaladjustment to basis of partnership property, the transfer of partnershipinterests, and current topics in partnership taxation.




22 Taxation LL.M.

LAW 808 v00 Taxation of Property Transactions (http://curriculum.law.georgetown.edu/course-search/?keyword=LAW%20808%20v00)LL.M Course | 2 credit hoursExplores the federal income tax consequences arising from sales,exchanges, and other dispositions of property. Principal issuesconsidered include determination of the taxable event; ascertainmentof basis and amount realized; ascertainment of gain or loss; limitationson the allowability of losses, including the at-risk and passive activityloss provisions; and the relevance of the capital/ordinary gain or lossdistinction and the original issue discount rules. The course includesan analysis of certain major non-recognition provisions, including like-kind exchanges and involuntary conversions and replacements. Thecourse also includes an examination of the taxation of deferred paymentsales, including the effect of taxpayer's method of accounting and theavailability and operation of the installment method.



LAW 975 v00 The Foreign Tax Credit (http://curriculum.law.georgetown.edu/course-search/?keyword=LAW%20975%20v00)LL.M Course (cross-listed) | 2 credit hoursThis course will cover the basics and the finer points of the foreigntax credit, an important issue for virtually all multinational taxpayers.In the current global economy, knowledge about the foreign tax creditis essential for any tax lawyer and particularly helpful for those whorepresent large corporations or whose practice involves cross-bordertransactions of any kind. The course will address the mechanics of theCode and Regulations, as well as bigger-picture concepts arising incase law and elsewhere. Students will learn the rules that govern who isentitled to a credit; for what taxes a credit may be claimed; and how largea credit may be taken; and in what year the credit properly accrues. Wewill also discuss current tax planning issues regarding foreign tax credits.

Students will gain an understanding of the basic foreign tax creditprinciples of section 901 of the Code, including the criteria used todetermine the creditability of foreign taxes, as well as the principlesgoverning “in lieu of” taxes creditable under section 903. The course willaddress the limitations on the foreign tax credit under section 904; therules governing the sourcing and “basketing” of income; base and timingdifferences; and required adjustments to the amount of foreign taxespaid. Students will also learn the fundamentals of the section 861 ruleswhereby taxpayers’ deductions are allocated and apportioned to theirforeign-source income for purposes of credit computation. The coursewill cover the deemed paid credit under section 902 for taxes paid byforeign subsidiaries of U.S. taxpayers; the rules for maintaining poolsand layers of earnings and profits and related foreign taxes; the impactof corporate transactions on E&P and the amount of the credit; and theinteraction with the subpart F regime. Reading materials will focus onthe relevant Code provisions and Regulations and on the evolution of theforeign tax credit through case law.

Prerequisite: Federal Income Taxation (formerly Taxation I), CorporateIncome Tax Law I or Corporate Taxation (formerly Taxation II), and acourse in International Tax.

Taxation LL.M. 23

LAW 743 v00 Transfer Pricing: Selected Topics (http://curriculum.law.georgetown.edu/course-search/?keyword=LAW%20743%20v00)LL.M Seminar | 2 credit hoursThis course will provide students an opportunity to explore theinternational taxation topic of transfer pricing through the research andwriting of a graduate paper. Students will choose a topic in consultationwith the instructors, prepare an outline to be submitted to the instructors,make a presentation to the class on their topic, and submit a paper ofat least 25 pages. During the first half of the course, the instructors willfocus on international transfer pricing and related topics. Transfer pricinginvolves the division of taxable income resulting from cross bordertransactions including the sale of goods and services and the licensing ofintangibles. Transfer pricing typically leads to the largest audit disputesbetween multinational corporations and the national tax administrationsfor the countries in which these companies do business. As a result,transfer pricing is a key practical topic in international tax.

This course is an advanced topics courses. The introductory course intransfer pricing is recommended, but not required. Specific lecture topicswill include 1) Overview of the international transfer pricing system. 2)Performing a transfer pricing analysis for a particular multinational group,and assisting the group in implementation. 3) Current developmentsincluding the taxation of services, intangibles, and OECD guidance.4) Apportioning group-wide expenses. 5) Enforcement issues. 6)Administrative procedures, including IRS examinations, APA procedures,and competent authority procedures, and 7) Looking toward the future:what are the most appealing policy options today? In addition to transferpricing, students may choose paper topics from other international taxtopics with a practical application including permanent establishments,tax treaties, international arbitration, and the competent authorityprocess.


Recommended: Survey of Transfer Pricing.

LAW 3050 v00 U.S. Employment Taxes (http://curriculum.law.georgetown.edu/course-search/?keyword=LAW%203050%20v00)LL.M Course (cross-listed) | 1 credit hourIntroductory course on the workings, issues and challenges ofU.S. Employment & Unemployment Taxes at the Federal, State andLocal levels. This course will explore what Employment Taxes andUnemployment Taxes are, a brief history, and the role they play ingovernment funding and in the day-to-day living of individuals. Othertopics to explore in the course are: Worker Misclassification (independentcontractors vs. employees), "Gig Economy" (Uber, Lyft, etc.), so-called"Jock Taxes" (including discussions on Away Games and "MichaelJordan's Revenge"), "Nanny Taxes", Multistate nonresident withholding,SUTA dumping, Employment Tax Crimes and Penalties, and Payroll Taxesin M&A transactions.


Note: WEEK ONE COURSE. This course will meet for one week only onthe following days: Monday, January 7, 2019 through Friday, January 11,2019, 1:30 p.m. - 4:05 p.m.


24 Taxation LL.M.

LAW 763 v00 U.S. Income Tax: Policies and Practices (http://curriculum.law.georgetown.edu/course-search/?keyword=LAW%20763%20v00)LL.M Course | 4 credit hoursThis course is designed to provide an introduction to the U.S. income taxfor foreign graduate students.

In the United States, the income tax is not just the principal means offinancing government. Sooner or later, nearly every legal problem, nomatter what the subject, raises an income tax issue. Whether the legalmatter involves environmental regulation, corporate governance, orcriminal behavior, money is likely to change hands, and the parties willneed to know how the income tax treats the payment and receipt of themoney.

Although the reading includes judicial opinions, statutory provisions, andregulatory decisions, its primary goal is to teach the deeper structure, orwhat might be called the conceptual or theoretical map, which underliesthe federal income tax. Not even the most knowledgeable tax lawyerknows more than a tiny fraction of the thousands and thousands ofdetails of the U.S. income tax law. Fortunately, lurking beneath the massof technical detail is a deeper structure, a conceptual or theoretical map,which enables the practitioner to spot problems and identify issues evenbefore the actual legal research begins. The principal objective of thiscourse is to convey that conceptual or theoretical map.

A second objective of these materials is to place the tax law in a broadersocial and economic context. The tax law has an enormous impact,pervading every sphere of public and even private life. It may be a majorcause of America’s reliance on private automobiles, rather than masstransit, for transportation and on single-family dwellings, rather thanapartment buildings, for housing. It may also affect a couple’s decision tomarry or have children. To study the tax law, then, can be to examine thebasic value choices that Americans have made.

Being so pervasive, taxation is naturally an intensely political subject. Amyriad of groups lobby the U.S. Congress to amend the tax laws to servetheir particular, and often conflicting, interests. The degree to which onegroup succeeds, rather than another, reflects the distribution of politicalpower.

Mutually Excluded Courses: Students may not receive credit for both thiscourse and the J.D. course, Federal Income Taxation (formerly Taxation I).

Note: This course is required for and limited to foreign-trained studentspursuing the LL.M. in Taxation.

The midterm for the course will be on Tuesday, October 9, 2018.(Monday classes meet instead of Tuesday classes on October 9th, 2018.)

LAW 986 v01 U.S. International Inbound Tax (http://curriculum.law.georgetown.edu/course-search/?keyword=LAW%20986%20v01)LL.M Course | 2 credit hoursConcentrates on the U.S. taxation of foreign persons and foreigninvestments in the United States. The course covers the U.S. taxationof passive and business income of nonresident aliens and foreigncorporations, the source rules, the principles and application of U.S. taxtreaties, special rules governing foreign investment in U.S. real estateand other business, cross border financing transactions, and tax planningpossibilities involved in the foregoing.

Prerequisite: Federal Income Taxation (formerly Taxation I) and eitherprior or concurrent enrollment in Corporate Taxation (formerly Taxation II)or Corporate Income Tax I.

Mutually Excluded Courses: Students may not receive credit for boththis course and the J.D. course International Tax Law or U.S. Taxation ofInternational Transactions.

Note: Required for U.S. trained students pursuing the Certificate inInternational Taxation.

DISTANCE STUDENTS REGISTER FOR CRN#: 35246. This course isopen to both on campus and distance students. However, only studentsenrolled in the Executive LL.M. in Taxation, the Executive LL.M. inSecurities & Financial Regulation, and the MSL programs may take thiscourse on a distance basis. All resident LL.M. students may not enrollin this course on a distance basis. J.D. students may not enroll in thiscourse.

LAW 756 v01 U.S. International Outbound Tax (http://curriculum.law.georgetown.edu/course-search/?keyword=LAW%20756%20v01)LL.M Course | 2 credit hoursConcentrates on the U.S. taxation of U.S. persons and businessesearning income outside of the United States. The course examines, indepth, U.S. taxation of the international operations of U.S. multinationalcorporations. It covers Sections 367 and 1248, the Foreign Tax Creditprovisions, and Subpart F, foreign currency considerations, PassiveForeign Investment Companies, and strategic tax planning. The coursealso includes consideration of the significant new U.S. international taxrules and changes introduced by the 2017 Tax Cuts and Jobs Act.

Prerequisite: Prerequisite: Federal Income Taxation (formerly Taxation I)and either prior or concurrent enrollment in Corporate Taxation (formerlyTaxation II) or Corporate Income Tax I.

Mutually Excluded Courses: Students may not receive credit for both thiscourse and the J.D. seminar, Congress and the Department of JusticeSeminar: Conflict and Cooperation; or the J.D. seminar, International TaxPlanning Seminar; or U.S. Taxation of International Transactions.

Note: Required for U.S. trained students pursuing the Certificate inInternational Taxation. J.D. students may not enroll in this course.

DISTANCE STUDENTS REGISTER FOR CRN#: 35247. This course isopen to both on campus and distance students. However, only studentsenrolled in the Executive LL.M. in Taxation, the Executive LL.M. inSecurities & Financial Regulation, and the MSL programs may take thiscourse on a distance basis. All J.D. students and resident LL.M. studentsmay not enroll in this course on a distance basis.

Taxation LL.M. 25

LAW 844 v02 U.S. Legal Research Analysis & Writing (Tax Program)(http://curriculum.law.georgetown.edu/course-search/?keyword=LAW%20844%20v02)LL.M Seminar | 2 credit hoursStudents will write a series of documents that are related to theirrepresentation of a client in the context of a U.S. law firm. Students willanalyze the client's legal position, perform individual legal research on therelated law, and write a legal memorandum that will address the client'sconcerns. Students will also give oral presentations of their researchfindings. Students will receive individual feedback on both written andoral work.

Mutually Excluded Courses: Students who enroll in this course may notenroll in any other U.S. Legal Research Analysis & Writing (formerly: U.S.Legal Discourse I and II).

Note: This section is for foreign-trained students pursuing an LL.M. inTaxation only. The course is graded honors-pass-fail and is only open toforeign educated LL.M. students (i.e., those students who do not have aU.S. J.D. degree). Enrollment is limited to a small number of students.

LAW 881 v00 U.S. Taxation of International Transactions (http://curriculum.law.georgetown.edu/course-search/?keyword=LAW%20881%20v00)LL.M Course (cross-listed) | 3 credit hoursThe course will address the principal elements of the U.S. taxation ofinternational transactions, including trade, investment and labor. Theinitial portion of the course will address the way in which individual andcorporate foreign taxpayers are taxed in the United States. The secondportion of the course will deal with the way in which U.S. individual andcorporate taxpayers are taxed on income earned in other countries. Theimpact of tax treaties will be addressed in both portions of the course.

Prerequisite: Federal Income Taxation (formerly Taxation I) or equivalentfrom home country. Strongly recommended for U.S.-trained students:A prior or concurrent course in the taxation of corporations andshareholders.

Mutually Excluded Courses: Students who take this course may notenroll in U.S. International Inbound Tax (formerly U.S. Taxation ofForeign Persons in the United States) or U.S. International Outbound Tax(formerly: U.S. Taxation of Domestic Persons outside the United States),or International Tax Law. Students who have taken any of these or arecurrently enrolled in these three courses may not enroll in this course.

Note: Required for foreign-trained Tax LL.M. students pursuing theCertificate in International Taxation.

LAW 881 v01 U.S. Taxation of International Transactions (http://curriculum.law.georgetown.edu/course-search/?keyword=LAW%20881%20v01)LL.M Course | 3 credit hoursThe course will address the principal elements of the U.S. taxation ofinternational transactions, including both the way in which individualand corporate foreign taxpayers are taxed in the United States (InboundTaxation) and the way in which U.S. individual and corporate taxpayersare taxed on income earned in other countries (Outbound Taxation). Theimpact of transfer pricing rules and tax treaties will be addressed in bothportions of the course.

Prerequisite: Federal Income Taxation (formerly Taxation I) and prioror concurrent enrollment in Corporate Taxation (formerly Taxation II) orCorporate Income Tax Law I.

Mutually Excluded Courses: Students who take this course may notenroll in U.S. International Inbound Tax (formerly: U.S. Taxation ofForeign Persons in the United States) or U.S. International Outbound Tax(formerly: U.S. Taxation of Domestic Persons outside the United States),or International Tax Law. Students who have taken any of these or arecurrently enrolled in these three courses may not enroll in this course.

Note: Required for foreign-trained Tax LL.M. students pursuing theCertificate in International Transactions.

Withdrawals are permitted up until the last class for this specific course.

Search LL.M Executive LL.M. In Taxation Courses (http://curriculum.law.georgetown.edu/course-search/?program=program_100)

LAW 805 v01 Advanced Individual Income Tax and Personal FinancialPlanning (http://curriculum.law.georgetown.edu/course-search/?keyword=LAW%20805%20v01)LL.M Course | 2 credit hoursThe course will examine selected topics of individual taxation that areoften relevant when advising high net-worth individuals. The course willinclude topics such as the basics on itemized deductions; individualnet operating losses; interest expense deductions (Mortgage Interest,Investment Interest, and Interest Tracing); loss limitations (PassiveActivity Loss and At-Risk); basic income tax considerations in financialplanning; and tax exclusion on gain from the sale of a principal residence.The class will also discuss the alternative income-based tax systemsapplicable to individuals: Individual AMT, Net Investment Income Tax, andSelf-Employment Tax. The class will be beneficial for students that seekto advise high net worth individuals (such as executives, entrepreneurs,or closely held business owners) in financial planning, tax, and estateplanning matters. The grading for the class will consist of a take-homefinal exam available during the first week of the final exam period.


Note: DISTANCE STUDENTS REGISTER FOR CRN#: 16595. This course isonly open on a distance basis to students enrolled in the Executive LL.M.in Taxation, the Executive LL.M. in Securities & Financial Regulation, andthe MSL programs. All J.D. students and resident LL.M. students may notenroll in this course on a distance basis.

This course will meet on the following Summer 2018 dates: 5/30, 6/4, 6/6,6/11, 6/13, 6/18, 6/20, and 6/25.

26 Taxation LL.M.

LAW 710 v00 Advanced International Taxation (http://curriculum.law.georgetown.edu/course-search/?keyword=LAW%20710%20v00)LL.M Course | 2 credit hoursThis course is designed for those students that wish to gain a deeperunderstanding of the effect of certain U.S. rules governing the taxationof U.S. persons doing business overseas and foreign persons doingbusiness in the United States. The course will cover a broad range oftopics with particular emphasis on the tax consequences of cross-borderreorganizations, liquidations and taxable acquisitions and dispositions.The course will cover the tax consequences of outbound transfers ofassets, foreign-to-foreign transfers of assets, and inbound transfersof assets. Students will be expected to have a working knowledge ofcorporate taxation, and transactional aspects of subpart F and theforeign tax credit rules.

Prerequisite: Corporate Income Tax Law I (or Corporate Taxation(formerly Taxation II)); U.S. Taxation of International Transactions (or U.S.International Outbound Tax (formerly: U.S. Taxation of Domestic PersonsWith Activities Outside of the U.S));

Recommended: Prior or concurrent enrollment in Corporate Income TaxLaw II (or completion of Corporate Taxation (formerly Taxation II)).


LAW 947 v00 Advanced Topics in Exempt Organizations (http://curriculum.law.georgetown.edu/course-search/?keyword=LAW%20947%20v00)LL.M Seminar | 2 credit hoursThis course will focus on the practical deal-making aspects of structuringtransactions involving non-profits and for-profits, with focus on the rulesgoverning joint ventures (designing a joint venture policy), choice of entityissues, hospital and health care industry deals, low income housing taxcredit issues, historic and energy tax credits, new markets tax credittransactions, environmental and conservation ventures, university jointventures (e.g., distance learning, faculty research and pouring rights),impact investing, social benefit corporations (Hobby Lobby case) andvaluation and reasonable compensation issues. It will include negotiatingstrategies (key structural issues, how to educate the for-profit party,“must-have” deal terms); case studies with students taking sides innegotiating the deal; Congressional outlook (political and lobbying)and “hot” UBIT topics. The course will feature guest lecturers from theTreasury, IRS and the private sector, including in-house general counselof tax exempt organizations. The course will require a 20 page (approx.)paper.


Recommended: Taxation of Charities and Other Nonprofit Organizations.

LAW 3015 v00 Basic Principles of Finance (http://curriculum.law.georgetown.edu/course-search/?keyword=LAW%203015%20v00)LL.M Course | 0 credit hoursThis zero-credit pass/fail course is designed to provide students withan understanding of the basic principles of finance and accountingin order to enhance their study of tax or business law. The course isintended to provide students with little or no prior background in financeand accounting with an introduction to the core concepts, the essentialvocabulary, and the basic tools of these two subject areas. The courseis designed to equip students with a basic primer of topics relevant toa range of business law courses. Accordingly, it covers subjects suchas the time value of money, the distinction between debt and equity, therole of risk in valuing financial assets, and how assets and liabilities aredescribed in accounting materials such as balance sheets and incomestatements.

Mutually Excluded Courses: Students may not receive credit for thiscourse and the J.D. course Demystifying Finance.

Note: ALL STUDENTS REGISTER FOR CRN#: 35250. This course is openon a distance basis to all students, however resident LL.M. students areencouraged to attend class in person.

LAW 822 v50 Consolidated Returns: Principles and Planning (http://curriculum.law.georgetown.edu/course-search/?keyword=LAW%20822%20v50)LL.M Course (cross-listed) | 2 credit hoursStudies the law and regulations governing the taxation of corporationsfiling consolidated federal income tax returns. This course is highlyrecommended for students who intend to practice corporate tax lawbecause it will focus on consolidated return principles that affectcorporate tax planning, mergers and acquisitions. The course will coverthe following subjects: eligibility to file consolidated returns; treatmentof business transactions within the group; treatment of dividendsand other distributions within the group; adjustments to the basis ofstock of members of the group; treatment of acquisitions of anotherconsolidated group; treatment of dispositions of subsidiaries of a group;consolidated return treatment of the group's favorable tax attributes;use of disregarded entities by a consolidated group; and treatment ofearnings and profits accounts. The consequences of filing consolidatedreturns in specific situations are considered as each topic is covered.

Prerequisite: Federal Income Taxation (formerly Taxation I); CorporateTaxation (formerly Taxation II) or Corporate Income Tax Law I.

Recommended: Corporate Income Tax Law II (for students who did nottake Corporate Taxation).

Taxation LL.M. 27

LAW 848 v00 Corporate Income Tax Law I (http://curriculum.law.georgetown.edu/course-search/?keyword=LAW%20848%20v00)LL.M Course | 2 credit hoursExamines the federal income tax effects of certain basic transactionsinvolving corporations and their shareholders. Principal subjectscovered include corporate formation and capital structure, distributionsto shareholders, redemptions and liquidations. Major emphasis isupon Internal Revenue Code Sections 301-362 and related TreasuryRegulations.


Recommended: Corporations.


Note: Required for Taxation LL.M. and Executive Tax LL.M. degree.

DISTANCE STUDENTS REGISTER FOR CRN#: 35217. The Fall 2018section with Levine/Poulsen is open to both on campus and distancestudents. However, only students enrolled in the Executive LL.M. inTaxation, the Executive LL.M. in Securities & Financial Regulation, and theMSL programs may take this course on a distance basis. All J.D. studentsand resident LL.M. students may not enroll in this course on a distancebasis.

LAW 850 v00 Corporate Income Tax Law II (http://curriculum.law.georgetown.edu/course-search/?keyword=LAW%20850%20v00)LL.M Course (cross-listed) | 2 credit hoursContinues the study of provisions of the federal income tax lawapplicable to corporations and their shareholders. Detailed study is givento corporate reorganizations under Subchapter C, including acquisitions,divisive reorganizations and recapitalizations; the treatment of boot;the basis provisions; the assumption of liabilities; and related matters.Consideration also is given to carryovers of corporate tax attributes,including restrictions applicable to loss corporations.


Recommended: Prior or concurrent enrollment in Corporate Income TaxLaw I.



LAW 722 v02 Federal Limitations on State and Local Taxation (http://curriculum.law.georgetown.edu/course-search/?keyword=LAW%20722%20v02)LL.M Seminar (cross-listed) | 2-3 credit hoursAs an instrument of federalism, the U.S. Constitution plays a vital role indefining state and local governments’ taxing powers. In some instancesthis is accomplished by express Constitutional provisions; in others,by express or implied grants of authority to the legislative, executiveor judicial branches of government. This advanced state and local taxcourse will explore and analyze Constitutional provisions that limit(and sometimes expand) state and local taxing powers. It will include ahistorical review of Supreme Court jurisprudence that underscores theinherent complexities and tensions precipitated by the intersection offederalism and the underlying goals embodied within the CommerceClause, Equal Protection Clause, Import-Export Clause, Privileges andImmunities Clause, and Supremacy Clause, among others. The coursealso will explore how issues of federalism have shaped various Federalstatutory enactments, as well as pending pieces of federal legislation. Forexample, it will analyze how federalist tensions and statutory dynamicswere balanced in a recently proposed congressional bill concerning stateand local tax incentives. Additionally, the course will explore the impact ofTreaties and international trade laws, as well as their related enforcementmechanisms, which continue to spawn new issues implicating the States’powers to tax.


Note: Students must register for the 3 credit section of the seminarif they wish to write a paper fulfilling the Upperclass Legal WritingRequirement. The paper requirements of the 2 credit section will not fulfillthe Upperclass Legal Writing Requirement.

LAW 2040 v00 Financial Derivatives Taxation (http://curriculum.law.georgetown.edu/course-search/?keyword=LAW%202040%20v00)LL.M Course | 2 credit hoursExamines the income tax issues associated with the taxation of financialproducts found in the modern securities markets. The course will involvediscussion of products resulting from the unbundling of traditionalsecurities, such as stocks and bonds, into their separate components; therecombination of unbundled pieces of traditional security interests intonew financial products; and products, such as swaps, caps, collars, andfloors, which allow the hedging of, or speculation in, the risks associatedwith commodity prices, interest rates, and currency exchange rates. Classparticipation is expected.


Note: DISTANCE STUDENTS REGISTER FOR CRN#: 35369. This course isopen to both on campus and distance students. However, only studentsenrolled in the Executive LL.M. in Taxation, the Executive LL.M. inSecurities & Financial Regulation, and the MSL programs may take thiscourse on a distance basis. All resident LL.M. students may not enroll inthis course on a distance basis.

28 Taxation LL.M.

LAW 854 v01 Income Tax Accounting (Online) (http://curriculum.law.georgetown.edu/course-search/?keyword=LAW%20854%20v01)LL.M Course | 2 credit hoursCovers accounting methods and accounting periods. The courseexamines a broad range of subjects concerning the timing of income anddeductions under Subchapter E of the Internal Revenue Code. Topicsinclude requests to change methods, inventories (including costing,valuation, and the requirements for maintaining inventories), principles ofincome recognition, prepaid income, cash equivalency and constructivereceipt, special methods involving long-term contracts, depreciation,estimated expenses, prepaid expenses, and expensing versus capitalizingcosts. These topics are analyzed from both a technical viewpoint and atax policy perspective.

Prerequisite: Federal Income Taxation (formerly Taxation I), but aknowledge of financial accounting is not necessary for this course.

Note: This class, Income Tax Accounting, is required for U.S. trainedstudents pursuing the Taxation LL.M., Executive Taxation LL.M., andM.S.L Taxation degrees. This class is not required for students trainedoutside the U.S.

DISTANCE STUDENTS REGISTER FOR CRN#: 35219. This is an online-only section for distance-learning students, and there are no live on-campus sessions. The class is asynchronous but requires weeklyassignment submissions. Only students enrolled in the Executive LL.M. inTaxation, the Executive LL.M. in Securities & Financial Regulation, and theMSL programs may register for this course. All J.D. students and residentLL.M. students may not enroll in this course on a distance basis.

LAW 3063 v00 International Tax Controversy (http://curriculum.law.georgetown.edu/course-search/?keyword=LAW%203063%20v00)LL.M Course (cross-listed) | 2 credit hoursThis course concentrates on real world civil and criminal taxcontroversies involving international tax matters facing today’s taxpractitioners. The course begins with an introduction to the U.S.compliance regime, including the obligation to report worldwideincome, specified foreign financial assets and international businessactivity. Students will learn the various international tax reportingobligations, applicable statutes of limitations and tolling provisions,potential civil penalties under the Internal Revenue Code and the BankSecrecy Act, options for resolving non-compliance, procedures forchallenging proposed and assessed penalties, and the risk of criminalinvestigation and prosecution. The course concludes with study ofcurrent international enforcement and litigation trends involving cross-border business transactions and base erosion/profit shifting issues.

Prerequisite: Federal Income Taxation

Recommended: Prior or concurrent enrollment in Federal Tax Practice &Procedure or any International Tax Course

Note: The course will include occasional presentations by guest speakersexperienced in the field of international tax.

DISTANCE STUDENTS REGISTER FOR CRN# 35378: This course isopen to both on-campus and distance students. DISTANCE STUDENTSWILL BE REQUIRED TO ATTEND LIVE VIA ZOOM VIDEOCONFERENCINGAT THE SPECIFIED MEETING TIMES. Only students enrolled in theExecutive LL.M. in Taxation, the Executive LL.M. in Securities & FinancialRegulation, and the MSL programs may take this course on a distancebasis. All J.D. students and resident LL.M. students may not enroll in thiscourse on a distance basis.

LAW 3012 v00 Introduction to Federal Income Tax, Research & Writing(http://curriculum.law.georgetown.edu/course-search/?keyword=LAW%203012%20v00)LL.M Course | 2 credit hoursThis course will be divided into two parts. The first half of the course willbe devoted to learning about sources of information used in tax research,i.e., primary and secondary research sources, including the applicationof available internet links dealing with tax issues. The students will learnabout information generated by both primary and secondary sourcesregarding tax legislation, administration and interpretation and secondarysources available to explain and assist tax researchers understandingtax issues. There will be an examination at the end of the first half of thecourse testing the students’ knowledge of these available sources andthe tax research process. In the second half of the course, students willapply their research skills in preparing one written product. It will eitherrequire an objective analysis of tax issue(s) or deal with preparing anopinion letter or other similar written product regarding tax issue(s).

Note: DISTANCE STUDENTS REGISTER FOR CRN#: 35238.

This online-only course is limited to MSL Taxation students, and requiredfor the MSL in Taxation degree. STUDENTS WILL BE REQUIRED TOATTEND LIVE VIA ZOOM VIDEOCONFERENCING AT THE SPECIFIEDMEETING TIMES.

Taxation LL.M. 29

LAW 772 v00 S Corporation and LLC Taxation (http://curriculum.law.georgetown.edu/course-search/?keyword=LAW%20772%20v00)LL.M Course | 2 credit hoursExamines the business and tax issues encountered when using eitheran S corporation, a limited liability company, or a combination. Most ofthe course focuses on S corporation taxation rules including eligibilityrequirements, elections, revocations and terminations, corporate leveltaxes, distributions, loss utilization, compensation planning, and mergerand acquisition transactions. Regarding limited liability companies (LLC),areas covered are formation and classification, conversions, applicationof partnership rules, and compensation. Business considerationsand practical tax planning opportunities, as well as choice of entityfundamentals, are highlighted throughout the course.

Prerequisite: Federal Income Taxation (formerly Taxation I); CorporateIncome Tax Law I; Prior or concurrent enrollment in Taxation ofPartnerships.

LAW 775 v01 Special Topics in State and Local Taxation (http://curriculum.law.georgetown.edu/course-search/?keyword=LAW%20775%20v01)LL.M Course (cross-listed) | 2 credit hoursThe biggest challenge of a multistate tax practice is dealing with thepractical issues of multiple states with sometimes conflicting laws andregulations. Most companies operate in multistate environment and mustlearn how to apply their operational realities to a patchwork of state andlocal tax laws and regulations. With telecommuting, internet and otherwork options, and a fluid workforce, this course will also review the stateand local tax rules for employers/employees and individuals.

This course reviews the basic concepts that govern multistate taxationon an operational level and detailed practice and procedures guidelines.The issues surrounding audits and record access will be discussed alongwith the use of tools such as managed audits and voluntary disclosures.Appeals on administrative and judicial levels will be reviewed with anemphasis on statute of limitation, de novo and other issues. Additionally,this course will provide a review of the relationships between the states,information sharing between and among the states and the federalgovernment, and the natural tension between taxpayers and the staterevenue departments.


Gain an understanding of the practical aspects of state and localtaxation. This understanding will prepare you to take on real time statetax projects with a client perspective. The class will also provide you withan understanding of state and local learning resources to gain the neededinformation to define and complete state and local tax projects.


Note: DISTANCE STUDENTS REGISTER FOR CRN#: 35374. This course isopen to both on campus and distance students. However, only studentsenrolled in the Executive LL.M. in Taxation, the Executive LL.M. inSecurities & Financial Regulation, the MSL program, and the certificatein State and Local Taxation, may take this course on a distance basis. AllJ.D. students and resident LL.M. students may not enroll in this course ona distance basis.

LAW 944 v00 State and Local Taxation: Income & Franchise Taxes(http://curriculum.law.georgetown.edu/course-search/?keyword=LAW%20944%20v00)LL.M Course (cross-listed) | 2 credit hoursThis course discusses the basic principles of state and local taxation,focusing primarily on state income and franchise taxes. The courseprovides an overview of the limitations of state taxation provided by theDue Process and Commerce Clauses of the U.S. Constitution as wellas selected federal statutes that pre-empt state taxation. The coursediscusses conformity with federal tax laws and introduces the studentto the state tax concepts of unitary business principle and formularyapportionment. In addition to corporate income and franchise tax issues,the course will discuss issues relating to passthrough entities, commonplanning strategies, states’ authority to challenge positions taken bytaxpayers, and taxation of non-U.S. income and non-U.S. taxpayers.



LAW 824 v01 State and Local Taxation: Other Business Taxes (http://curriculum.law.georgetown.edu/course-search/?keyword=LAW%20824%20v01)LL.M Course (cross-listed) | 2 credit hoursThis course, in conjunction with the state and local income and salesand use tax courses, is intended to complete a foundational overview ofprimary state and local taxes, fees and other charges (“taxes”) imposedon manufacturing and mercantile entities, as well as select industriesoperating in a multijurisdictional environment. Included among theareas that are reviewed in this course, on a comparative law basis are:ad valorem taxes imposed on real, tangible and intangible property, aswell as select federal provisions, such as that found in the RailroadRevitalization and Regulatory Reform Act (4-R Act) of 1976; escheat/unclaimed funds laws; net worth taxes; transfer taxes, including thoseimposed on the transfer of “controlling” real property interests; selectexcise taxes, including those imposed on telecommunication and naturalresource companies; withholding taxes, including state equivalentsto the federal withholding tax imposed by Foreign Investment in RealProperty Tax Act” (FIRPTA) rules; unemployment taxes, includingState Unemployment Tax Act (SUTA) dumping provisions; statutoryand negotiated tax incentives; privilege and retaliatory taxes; and,business license taxes and fees. By presenting the above topics in acomparative laws context, nonuniform principles, policies, jurisprudenceand administrative positions confronting the multijurisdictional businessoperating in multistate environment are brought to light and will serve asone of the primary themes of this course.


Note: DISTANCE STUDENTS REGISTER FOR CRN#: 35241. This courseis open to both on campus and distance students. Executive LL.M. inTaxation, the Executive LL.M. in Securities & Financial Regulation, theMSL program, and the certificate in State and Local Taxation, may takethis course on a distance basis.. All J.D. students and resident LL.M.students may not enroll in this course on a distance basis.

30 Taxation LL.M.

LAW 2031 v00 State and Local Taxation: Sales and Use Taxes (http://curriculum.law.georgetown.edu/course-search/?keyword=LAW%202031%20v00)LL.M Course (cross-listed) | 2 credit hoursThis course provides an in-depth examination of Sales & Use taxes.These taxes make up approximately half of all state tax revenues. Thecourse focuses on fundamental principles of the Sales & Use tax regimeby reviewing seminal and recent cases on the subject. The course alsodiscusses U.S. Constitutional limitations applicable to Sales & Usetaxes and state efforts to bypass these limitations to tax remote sellers.Finally, we will discuss current issues in the world of Sales & Use taxation,including application of Sales & Use taxes to 'the Cloud', 'Groupon'-typesales models, telecommunications services, and digital goods.

Recommended: It is recommended students take Federal IncomeTaxation (formerly Taxation I) prior to enrollment.


LAW 3017 v00 Survey of Employee Benefits Law (http://curriculum.law.georgetown.edu/course-search/?keyword=LAW%203017%20v00)LL.M Course (cross-listed) | 2 credit hoursThis course provides a general overview of the federal labor and tax lawpolicies and principles that apply to employment-based retirement plans,health care plans, and executive compensation arrangements. Studentswill examine the principles of the Internal Revenue Code and ERISA thatgovern the form and operation of employer-sponsored plans, especiallytax-qualified pension plans, executive compensation arrangements andwelfare plans (with a focus on health care). This class will concentrateon the structure and basic rules that govern such arrangements. In thecontext of tax-qualified and nonqualified plans and health and welfareprograms, this course will explore plan administration, fiduciary duties,claims appeals and litigation.


Mutually Excluded Courses: Employee Benefits: Qualified RetirementPlans, Employee Benefits: Executive Compensation, Employee Benefits:Health & Welfare Plans, Employee Benefits Practicum

Note: Students enrolled in the Employee Benefits Certificate Program maynot register for this course.

LAW 2072 v00 Survey of State and Local Taxation (http://curriculum.law.georgetown.edu/course-search/?keyword=LAW%202072%20v00)LL.M Course (cross-listed) | 2 credit hoursThis course is designed as a survey course for those students notpursuing a SALT Certificate in conjunction with their LL.M. in Taxation,Executive LL.M. in Taxation, or MSL Program. The course begins byfirst introducing the student to the dynamics and taxonomy of SALT,and why (out of necessity) the study of subnational taxes must varyfrom the “classic” pedagogy of most LL.M. – Tax programs that havecome to focus and build on a study of the differing subchapters of theInternal Revenue Code. Next, the course explores important subnationaltopics not encountered in the study of federal corporate income taxes,such as federal limitations on the powers of subnational governmentsto tax. To close the course, the student will be presented with a casestudy and a comparative law analysis that will provide them insight intoanalytical approaches employed by interdisciplinary tax teams made-upof international, federal and subnational tax specialists assigned to dealwith enterprise restructurings.

SALT issues unique to following types of taxes will be explored: incomebased taxes; sales and use taxes; ad valorem taxes; unemploymenttaxes; real estate and controlling-interest taxes; transfer taxes; grossreceipts taxes; capital stock (net worth based) taxes; excise taxes; and,other taxes to illustrate the diversity of subnational levies and how theycan be of critical importance to select industries and their advisors,e.g., such as the insurance industry (premium and retaliatory taxes); thenatural resource industry (severance taxes); the communication industry(telecommunication taxes); and, the health care industry (hospital andmedical provider taxes).

In addition to overviewing key taxes, the course will introduce the studentto other important topics that routinely engage multijurisdictionalenterprises, including: unclaimed property (“escheat”) audits; issuesimplicated by operations and transactions within and without theU.S.; statutory and negotiated tax and non-tax incentives; and, thenonuniform taxing and sourcing rules that face unincorporatedmultijurisdictional enterprises and their owners that choose to operatethrough partnerships, limited liability companies, S Corporations or jointventures.


Note: Students enrolled in the SALT Certificate program may NOT receivecredit for this course.

Taxation LL.M. 31

LAW 883 v00 Survey of Transfer Pricing (http://curriculum.law.georgetown.edu/course-search/?keyword=LAW%20883%20v00)LL.M Course | 2 credit hoursThe topic of international transfer pricing – that is, how a businessconducting operations in a number of different countries should divideits taxable income among those countries – remains among the mostpractically important of international tax issues. This course seeksto provide an introduction to the United States' principals and currentpractice of international transfer pricing, as well as some understandingof the historical and conceptual basis of the current system. Specificgoals of the course are to assist foreign students in gaining a generalperspective on the United States system and to provide domesticstudents and practitioners a sufficient level of understanding of thearea and practices to provide a platform for the development of furtherinterest in the area.

Recommended: Prior or concurrent enrollment in a course in internationaltaxation.


LAW 856 v00 Tax Practice and Procedure (Administrative Practice)(http://curriculum.law.georgetown.edu/course-search/?keyword=LAW%20856%20v00)LL.M Course | 2 credit hoursExamines the administration and enforcement of the Internal RevenueCode, including types of guidance, preparation and filing of returns,audit procedures, administrative appeals, deficiencies, assessments,closing agreements, collection, penalties applicable to taxpayers andpractitioners, interest, refund claims, statutes of limitations, and practicebefore the IRS.


LAW 858 v00 Tax Practice and Procedure (Litigation) (http://curriculum.law.georgetown.edu/course-search/?keyword=LAW%20858%20v00)LL.M Course | 2 credit hoursStudies problems and considerations arising in the litigation of federaltax cases before the U.S. Tax Court, District Court, and the Courtof Federal Claims, including jurisdictional, procedural, ethical andevidentiary issues. Practical problems of choice of forum, pleadings,discovery, privileges and tax trial practice are surveyed. Also consideredare IRS summons enforcement litigation, civil collection, levy anddistraint, and the tax lien and its priorities. Government attorneys,practicing attorneys, and U.S. Tax Court Judges are utilized as guestlecturers on some of the subject matter.



LAW 846 v00 Tax Treaties (http://curriculum.law.georgetown.edu/course-search/?keyword=LAW%20846%20v00)LL.M Course (cross-listed) | 2 credit hoursInternational tax treaties determine why hedge funds are located wherethey are, how motion pictures are financed, whether the dispatch ofemployees abroad is economical, and why financial assets followprescribed international paths. They determine why Netherlandsand Luxembourg have a large positive balance of trade with theUnited States, and why recording studios are established in theCaribbean. They determine whether bank accounts in Switzerlandand Liechtenstein are really secret. While tax treaties ostensibly areonly about dividing up tax bases between countries and exchanginginformation between sovereigns, in reality they channel the flow ofinvestment and development in the global economy.

This course assumes that students have some familiarity with basictax treaty concepts and examines how provisions of the OECD ModelTreaty and the United States Model Treaty are used by tax practitionersto achieve specific business objectives. Students will acquire anunderstanding of how treaty provisions help shape economic andfinancial decisions in different industries and economic sectors. Thecourse uses examples drawn from actual practice to illustrate thecreative use of tax treaty provisions. It is designed to be an interactiveexperience, with students working on case studies, discussing alternativeapproaches, and using different jurisdictions and changes in the form ofthe underlying transaction to achieve desirable tax results.


This course is intended to teach the concepts underlying the UnitedStates Model Tax Treaty and the OECD Model Tax Treaty. By the end ofthe course, students are expected to understand how tax treaties areorganized and be able to apply the model tax treaties to factual situationsin which the tax treaties are applicable.

At the same time, the course is intended to challenge the student tobe aware of the ethical challenges and risks of practice in the area ofinternational taxation. More and more, tax authorities are not only lookingto penalize a taxpayer for improper tax planning, but also the tax advisorwho recommended the course of action followed by the taxpayer. By theend of the course, students are expected to be able to understand wherethe borders of ethical behavior are when developing international taxstructures and to be able to analyze risks to the clients and themselveswhen working in this area.

Finally, the course is intended to reinforce principles of close readingand attention to the specific wording used in the tax treaties and casesinterpreting the tax treaties. By the end of the course, students areexpected to be able to read and understand why specific words are usedin tax treaties and the significance of these words.

Prerequisite: One course in international taxation.


DISTANCE STUDENTS REGISTER FOR CRN#: 35377. This course isopen to both on campus and distance students. However, only studentsenrolled in the Executive LL.M. in Taxation, the Executive LL.M. inSecurities & Financial Regulation, and the MSL programs may take thiscourse on a distance basis. All J.D. students and resident LL.M. studentsmay not enroll in this course on a distance basis. This course is opento J.D. students by professor permission. Interested students shouldcontact Professor De Vos via email at [email protected] no laterthan December 1, 2018 for permission to take this class.

32 Taxation LL.M.

LAW 948 v00 Tax Treatment of Charities and Other NonprofitOrganizations (http://curriculum.law.georgetown.edu/course-search/?keyword=LAW%20948%20v00)LL.M Course (cross-listed) | 2 credit hoursStudies the treatment of charities and other nonprofit organizations,including private foundations, churches, hospitals, trade associations,social clubs, and political organizations under the federal income taxlaw. Among the topics covered are the characteristics of the variousclasses of exempt organizations, the legislative policies underlying theirexemption from tax, problems associated with qualification for andretention of exemption, joint ventures, the unrelated business incometax including corporate sponsorship, the declaratory judgment remedy,implications of racial discrimination, international activities and thetreatment of lobbying and political expenditures.


Note: Students may not withdraw from this class after the add/dropperiod ends without the permission of the professor.

LAW 2069 v00 Taxation of Financial Instruments and Transactions(http://curriculum.law.georgetown.edu/course-search/?keyword=LAW%202069%20v00)LL.M Seminar | 2 credit hoursThe course will explore selected federal income tax issues relating tofinancial instruments and transactions. Major topics will include the legaland economic characteristics of equity, indebtedness and derivatives,the fundamentals of the original issue discount (OID) rules, marketdiscount and bond premium, variable rate and contingent payment debtinstruments, fundamentals and taxation rules for derivatives, hedgingtransactions, straddles and wash sales.

LAW 942 v01 Taxation of Partnerships (http://curriculum.law.georgetown.edu/course-search/?keyword=LAW%20942%20v01)LL.M Course (cross-listed) | 2 credit hoursThis course examines in-depth the provisions of Subchapter K of theInternal Revenue Code and the regulations thereunder. Attention is givento the tax issues arising upon the formation, operation and liquidation ofa partnership, including the consequences of acquisitions of partnershipinterests, distributions by the partnership to partners, the optionaladjustment to basis of partnership property, the transfer of partnershipinterests, and current topics in partnership taxation.




LAW 808 v00 Taxation of Property Transactions (http://curriculum.law.georgetown.edu/course-search/?keyword=LAW%20808%20v00)LL.M Course | 2 credit hoursExplores the federal income tax consequences arising from sales,exchanges, and other dispositions of property. Principal issuesconsidered include determination of the taxable event; ascertainmentof basis and amount realized; ascertainment of gain or loss; limitationson the allowability of losses, including the at-risk and passive activityloss provisions; and the relevance of the capital/ordinary gain or lossdistinction and the original issue discount rules. The course includesan analysis of certain major non-recognition provisions, including like-kind exchanges and involuntary conversions and replacements. Thecourse also includes an examination of the taxation of deferred paymentsales, including the effect of taxpayer's method of accounting and theavailability and operation of the installment method.



LAW 986 v01 U.S. International Inbound Tax (http://curriculum.law.georgetown.edu/course-search/?keyword=LAW%20986%20v01)LL.M Course | 2 credit hoursConcentrates on the U.S. taxation of foreign persons and foreigninvestments in the United States. The course covers the U.S. taxationof passive and business income of nonresident aliens and foreigncorporations, the source rules, the principles and application of U.S. taxtreaties, special rules governing foreign investment in U.S. real estateand other business, cross border financing transactions, and tax planningpossibilities involved in the foregoing.

Prerequisite: Federal Income Taxation (formerly Taxation I) and eitherprior or concurrent enrollment in Corporate Taxation (formerly Taxation II)or Corporate Income Tax I.

Mutually Excluded Courses: Students may not receive credit for boththis course and the J.D. course International Tax Law or U.S. Taxation ofInternational Transactions.

Note: Required for U.S. trained students pursuing the Certificate inInternational Taxation.

DISTANCE STUDENTS REGISTER FOR CRN#: 35246. This course isopen to both on campus and distance students. However, only studentsenrolled in the Executive LL.M. in Taxation, the Executive LL.M. inSecurities & Financial Regulation, and the MSL programs may take thiscourse on a distance basis. All resident LL.M. students may not enrollin this course on a distance basis. J.D. students may not enroll in thiscourse.

Taxation LL.M. 33

LAW 756 v01 U.S. International Outbound Tax (http://curriculum.law.georgetown.edu/course-search/?keyword=LAW%20756%20v01)LL.M Course | 2 credit hoursConcentrates on the U.S. taxation of U.S. persons and businessesearning income outside of the United States. The course examines, indepth, U.S. taxation of the international operations of U.S. multinationalcorporations. It covers Sections 367 and 1248, the Foreign Tax Creditprovisions, and Subpart F, foreign currency considerations, PassiveForeign Investment Companies, and strategic tax planning. The coursealso includes consideration of the significant new U.S. international taxrules and changes introduced by the 2017 Tax Cuts and Jobs Act.

Prerequisite: Prerequisite: Federal Income Taxation (formerly Taxation I)and either prior or concurrent enrollment in Corporate Taxation (formerlyTaxation II) or Corporate Income Tax I.

Mutually Excluded Courses: Students may not receive credit for both thiscourse and the J.D. seminar, Congress and the Department of JusticeSeminar: Conflict and Cooperation; or the J.D. seminar, International TaxPlanning Seminar; or U.S. Taxation of International Transactions.

Note: Required for U.S. trained students pursuing the Certificate inInternational Taxation. J.D. students may not enroll in this course.

DISTANCE STUDENTS REGISTER FOR CRN#: 35247. This course isopen to both on campus and distance students. However, only studentsenrolled in the Executive LL.M. in Taxation, the Executive LL.M. inSecurities & Financial Regulation, and the MSL programs may take thiscourse on a distance basis. All J.D. students and resident LL.M. studentsmay not enroll in this course on a distance basis.

The breadth of our full-time (http://www.law.georgetown.edu/academics/academic-programs/graduate-programs/degree-programs/taxation/Tax-Faculty.cfm) and adjunct faculty (http://www.law.georgetown.edu/faculty/llm-adjunct), numbering more than 100 professors total, enablesGeorgetown to offer an exceptionally large and specialized array of taxcourses, taught by professors who bring to the classroom their variousexperiences in the government, the private sector, academia, and the non-profit community. Our full-time faculty includes teachers and scholarswho are regularly consulted by business, the United States government,and international organizations, including the International MonetaryFund, the OECD and the World Bank. It has expertise in not only technicalissues of taxation, but also the intersection of tax law and public finance,international trade, fiscal policy, behavioral economics and civil rights.Our adjunct faculty include practitioners at major law and accountingfirms, non-profit organizations and think-tanks, as well as top governmentofficials at the Internal Revenue Service, the Department of Treasury,the Department of Justice, Capitol Hill and judges at the U.S. Tax Court.At Georgetown, students have the opportunity to be taught not onlyby world-renowned scholars and top practitioners, but those who areactually creating tax policy and enforcing and interpreting U.S. tax laws.

Register and pay for Foundations of Federal Income Taxation here(https://georgetownuniversity-kmzbf.formstack.com/forms/foundations_of_federal_income_taxation).

Overview

This course is a twelve-hour online course intended for studentswho wish to enroll in Georgetown’s LL.M. in Taxation (http://www.law.georgetown.edu/academics/academic-programs/graduate-programs/degree-programs/taxation) or other tax certificate program(http://www.law.georgetown.edu/academics/academic-programs/

graduate-programs/certificate-programs) and who have not previouslytaken a course in basic federal income taxation. The course coverscertain foundational concepts in federal income tax law that areconsidered fundamental to more advanced courses offered through theGraduate Tax Program. Topics covered in this course include (but are notlimited to): (1) the realization and recognition of income, (2) exclusionsfrom income, (3) deductions from income (4) credits to tax, (5) methodsof accounting and (6) deferral of income.

Foundations of Federal Income Taxation is taught by Professor Eric SanJuan (http://www.law.georgetown.edu/faculty/sanjuan-eric.cfm), avisiting Professor at Georgetown University Law. Professor San Juan is aSenior Attorney-Advisor at the National Taxpayer Advocate Service.

The course consists of six two-hour lecture videos. Once registered,students will receive video account information for the course. Studentsmay watch the videos at their convenience.

A excerpt from the video for Class 2 (where Professor San Juandiscusses gifts) may be viewed here (https://youtu.be/aDiACQWauOI).

Syllabus and Course Materials

A course syllabus with topics covered and associated readings can befound here (http://curriculum.law.georgetown.edu/llm/llm-llm-programs/llm-taxation/Foundations_Syllabus.docx). Course materials will beavailable on the Westlaw-TWEN website for the course. Once registered,students will receive a password granting them access to TWEN.

Final Exam

Students who wish to enroll in Georgetown’s LL.M. in Taxation (http://www.law.georgetown.edu/academics/academic-programs/graduate-programs/degree-programs/taxation) or other tax certificate program(http://www.law.georgetown.edu/academics/academic-programs/graduate-programs/certificate-programs) must sit for a 90-minute, 50-question multiple choice exam at the conclusion of the course andachieve a passing score of 30 out of 50 questions. The final exam will beadministered on the TWEN webpage for the course.