Tax Law

BASICS OF BUSINESS FOR LAWYERS

This skills-based course is intended to introduce the law student who may have little prior business background, to fundamental concepts in business including accounting, finance, economics and financial markets, such as stock, bond and money markets. Examples will be drawn both from the domestic and international contexts. Concepts and terms in business are often necessary tools, not only for the student or lawyer practicing in traditional business law areas, such as corporations, mergers and acquisitions, securities law, antitrust and corporate finance, but also in most other areas of practice, including for example, domestic relations law (in which the identification and division of assets is of importance), estate planning, banking law, bankruptcy, taxation, international business transactions, and even completely routine matters in torts and contracts. Without an understanding of the measurement and quantification of damages, it is difficult for the practitioner to seek complete relief in tort suits for personal injury or wrongful death (which can occupy major portion of the tort practitioner’s work). Similar considerations apply in respect of contractual breaches, especially in commercial settings. Finally, as law office management becomes increasingly streamlined and sophisticated, even the solo practitioner must necessarily be able to keep track of and follow receivables in his or her office, by examination of cash flow statements and balance sheets, or else, he or she would be ill-informed as to what they themselves may be earning.

CORPORATE TAX

Creating a fictitious entity with each student, this course will then follow the taxation of the entity from the contributions of the capital, the disbursement of certain assets from the corporation, merger of the corporation and the liquidation of the corporation.

ELDER LAW

This course surveys the legal needs that most impact the elderly including mental capacity issues, informed consent, guardianships, Medicare, Medicaid, estate planning, elder abuse, taxation and housing.

ESTATE AND GIFT TAX

An examination of the federal estate tax laws and regulations including gross estate, unified credit, marital deductions, generation skipping transfers, valuation and applicable tax rates and issues related to estate planning.

ESTATE PLANNING

This course involves a study of typical problems and transactions in planning an effective and economical distribution of property while alive, and at death and includes basic estate and gift tax concepts.

FEDERAL BUDGETING PROCESS

This seminar will focus on the institutional forms of taxation, the significant changes in the quantity and nature of federal revenues (individual income taxes, corporate taxes, federal estate and gift taxes, excise taxes, custom taxes, user fees, trust funds and other miscellaneous forms of federal revenues) as a percentage of the gross receipts; consideration and clarification of the tax effects flowing from the recently enacted Revenue Acts sponsored by the Bush Administration; the conceptual basis of the Tax Expenditure Budget; the impact of the Bush’s proposals to reform the Social Security System (the so-called third rail of politics according to the late Speaker of the House Tip O’Neal); the short and long term probability of continued federal deficits or the possibility of eventual balancing of the federal budget within lives in being; and the likely overall impact of such tax strategies on the general economy. Since we are looking at a forthcoming historic political debate in Congress this spring and summer on the role of the government regarding the welfare of its senior citizens, there could be no better time for such a seminar during the summer session to explore these important national issues which obviously affect all of us in one way or another.

FEDERAL INCOME TAX

This is a survey course introducing students to the basic concepts of federal income taxation, including the concepts of gross income, exclusions from income, capital gains and losses, deductions and depreciation. In addition, the course exposes students to tax issues that arise in the general practice of law.

FEDERAL TAXATION

This course introduces students to the legal principles and concepts of our federal system of individual income taxation, including identification of income subject to taxation, deductions in computing taxable income and characterization of income and deductions. The goals of the course are to gain a firm understanding of the fundamentals of federal income taxation, and to learn how to use and read the Federal Income Tax Code.

INSTITUTE OF GENERAL PRACTICE II

In this course individual lawyers and members of the faculty will supervise various projects that normally occur with some frequency in general practice of law. Each project is expected to last for two to three weeks. The matters covered are: buying and selling of a business, purchasing a partner's interest or the redeeming of a shareholder's stock, negotiating and drafting a pre-nuptial agreement, negotiating and drafting of a divorce settlement, drafting a standard will and marital trust document, attending and handling the responsibilities of a real estate closing, creating a corporation with focus on the important tax difference of a Subchapter S from a regular C corporation, and, finally, drafting a partnership agreement (a general partnership, a limited partnership, or a limited liability company) with some understanding of the function of the capital account. Each project may include some discussion of the relevant tax issues. The course will enhance the students' business skills experience and thereby improve their preparation for the practice of law.

MERGERS AND ACQUISITIONS

This course is a survey of the law of mergers and acquisitions, including the most common types of business combinations, documentation of those combinations, fiduciary duties in an acquisition context, and the impact of securities, antitrust and tax law on business combinations.

NON-PROFIT & TAX EXEMPT ORGANIZATION

The purpose of this seminar is to study the philosophical basis underlying the statutes providing for the exemption from federal income taxes of certain organizations; identify the emergence of the "for profit business entities" and the nature of the political activities of "ideological" organizations operating under the aegis as tax-exempt organizations; clarify the effectiveness of the statutory restrictions on political activities imposed on some of the tax-exempt organizations; ascertain the scope and application of the taxation of unrelated trade or business income tax provisions, evaluate the historic responses of congress to perceived abuses of tax- exempt organizations; question whether the private foundations should be authorized to continue indefinitely; specify the meaning of a "religious" or an "educational" organization; question whether the subtle changes associated with the successful economic growth by certain traditionally community favored organizations will continue to effectively conceal or shield their essential commercial nature; and then to determine whether now is the time to request a congressional re-evaluation of role and function of such tax-exempt organizations from a secular pragmatic perspective with an eye towards a comprehensive quantitative description of their actual activities, wholly apart and completely distinct from their lofty stated goals or purposes.

 

STATE AND LOCAL TAXATION

This course will survey the constitutional and statutory bases for state and local taxation, and the governmental mechanisms for imposing and collecting such taxes. The course will overview various state-authorized taxes presently imposed but will focus on ad valorem (property) taxation, and will specifically address taxpayer rights and remedies in issues involving assessment valuations, favored classification, exemptions, and immunities through analyses of applicable Florida statutes and leading case law. This course is designed as a practical and legal introductory guide to advising individual Florida taxpayers, and should prove valuable to students who intend to practice in the areas of property law, corporate law, business law, tax law, or government law.

TAXATION OF BUSINESS ENTITIES

This course will review the basic tax structure relating to the taxation of partnerships, including LLPs, as well as, LLCs and corporations ("C" and "S" corporations). The principal focus will be on the tax differences to be considered in selecting an entity to operate a business.

ZONING AND LAND USE PLANNING

The principal methods of public control of the use of private land, from traditional judicial doctrines, such as nuisance and eminent domain, through statutory comprehensive planning regimes. The course also covers traditional zoning and planning issues, such as spot zoning, floating zones, nonconforming uses, variances and special exceptions. Sections on land valuation in eminent domain, and the impact of income and property taxation on land use, are also included as well as the impact of the U.S. Constitution on these issue