Taxation Courses

Professor Julie Roin

The courses listed below provide a taste of the Taxation courses offered at the Law School, although no formal groupings exist in our curriculum. This list includes the courses taught in the 2018-19 and 2019-20 school years. Not all of these courses are offered every year, but this list will give you a representative sample of the variety of courses we might offer over any two-year period. Other new courses will likely be offered during your time at the Law School.

PLEASE NOTE: This page does not include courses for the current academic year. To browse current course offerings, visit my.UChicago.

Accounting and Financial Analysis

Spring 2020, Philip G. Berger

This course is designed to quickly introduce you to (or, preferably, refresh your knowledge of) basic financial accounting [first two weeks of class] and then aims to aggressively increase your ability to be a highly sophisticated user of financial statements. After taking this course, you should improve your ability to determine a firm's accounting policy for a particular type of transaction and to determine how that policy choice affects its primary financial statements. You will also learn how to question whether these effects fairly reflect the underlying economics of the firm's transactions. Asking these questions involves an interplay between accounting, economics, finance, law and business strategy. You should therefore greatly improve your ability to use an accounting report as part of an overall assessment of the firm's strategy and the potential rewards and risks of dealing with the firm. It is REQUIRED that students registering for this course have a thorough exposure to accounting course work, at least at the level provided by the Booth course Financial Accounting (B30000). Legal Elements of Accounting (LAWS 43247) does not provide a sufficient foundation for this course. Students who have not taken B30000, but feel they have taken an equivalent level of accounting coursework, must petition for a waiver from Professor Berger at Philip.berger@chicagobooth.edu.

Previously:

  • Spring 2018, Philip G. Berger
  • Spring 2019, Philip G. Berger

Advanced Industrial Organization III

Spring 2020, Dennis Carlton

This course will complement the other courses in the Ph.D. sequence for industrial organization and will focus on topics closely related to antitrust economics and regulation. Topics will include optimal price discrimination, bundling, tie in sales, price fixing, two sided markets including credit cards, the theory of optimal regulation, and the empirical facts of regulation. The course is primarily for PhDs in economics and business, but advanced law students interested in antitrust and regulation plus advanced and interested MBAs are welcome.

Previously:

  • Spring 2019, Dennis Carlton

Advanced Issues in Delaware Corporate Law

Spring 2020, William B. Chandler

This course examines current hot topics in Delaware corporate law, relying principally on judicial decisions and academic or practitioner commentary. It is not a high-level survey course; instead, the course will consider issues such as why Delaware occupies a dominant position in the field of corporate law, and will explore particular aspects of that law, including judicial standards of review, common law fiduciary duties of managers and directors, change of control transactions, conflict transactions, poison pills, and defensive mechanisms-all in the context of particular decisions by the Delaware Court of Chancery and Supreme Court. The class is intended to be a focused course on how corporate law is made in Delaware, as well as the policy reasons underlying its law. Grades will be based on class participation and an take-home examination.

Previously:

  • Spring 2018, William B. Chandler

Advanced Trusts and Estates

Spring 2019, Thomas P. Gallanis

The second of two connected courses on the law and practice of private wealth management and transmission, typically within the family and often across generations. This course focuses on the substantive provisions of wills and trust instruments, with concentrated attention being given to recurring construction problems and pitfalls in drafting, the creation and exercise of powers of appointment, the classification (and consequences of classification) of estates and future interests, and the impact of rules of policy restricting the disposition of property, including the rule against perpetuities. The provisions of the Uniform Trust Code, Uniform Probate Code, and other uniform laws will be emphasized. The final examination will be "open laptop" (open book but no internet). Prerequisite: Trusts and Estates: Wealth Management and Transmission..

Blockchain and Cryptocurrencies

Winter 2020, Anup Malani

This class examines how what decentralized ledgers such as blockchain are, how they work, use cases such as cryptocurrencies, novel methods of financing made possible by blockchain, and legal issues that blockchain raises.  We will examine both blockchain and directed acyclic graph ledgers and different consensus protocols, including both proof of stake and proof of work.  We will explore the history and evolution of cryptocurrencies, especially through so-called forks.  We will examine the use of blockchain not just for payments, but also for tracking financial assets and land, trading computer storage and processing power, and even for game play.  We will examine the novel ways in which blockchain startups are funded, including the pre-sale of utility tokens to investors.  We will also consider legal issues such as the tax treatment of ICOs and cryptocurrency trades, whether tokens are securities, the fiduciary duties of developers under corporate law, and money-laundering concerns with cryptocurrencies.Students will be expected to either write a white paper, a legal memo, or industry and investment analyses of a firm. Participation may be considered in final grading.

Previously:

  • Winter 2019, Anup Malani

Business Planning

Winter 2020, Keith Crow and Anthony Sexton

This seminar develops and applies the student's knowledge of taxation and corporate and securities law in the solution of a series of transactional problems involving typical steps in business formation and rearrangement. The problems include the formation of a closely held company; the transition to public ownership of the corporation; executive compensation arrangements; the purchase and sale of a business; and mergers, tender offers, and other types of combination transactions. Small-group discussions and lectures are employed. The student's grade is based on a final examination; students may earn an additional credit by writing a paper on a topic approved by the instructors. The student must have taken (or be taking concurrently) Business Organizations and Corporate Tax I or receive instructor approval.

Previously:

  • Winter 2018, Keith Crow and Anthony Sexton

Comparative and European Corporate Law

Autumn 2017, Horst Eidenmueller

The globalization of commerce underscores the importance of European corporate law, especially for multinational enterprises. This course covers the fundamentals of European corporate law in an international and comparative perspective. It aims at providing an introduction to the most important corporate law issues and problems encountered by firms that do business in the European Union (EU). At the same time, the course seeks to introduce students to the complex interplay between EU rules and those of the 28 Member States. Frequent comparisons will be drawn to the relationship between state and federal law in the United States. The course adopts a life-cycle approach to corporations, i.e. it tracks the European rules on company formation, going public and restructuring/insolvency in a comparative perspective.

The course is divided into five parts. The first part introduces the institutional framework of EU business law. This part will focus on the law-making process in the EU, the principles of subsidiarity and proportionality and on the four freedoms that are fundamental to the common market. The second part covers key corporate law issues such as company formation and corporate governance, creditor protection and financial reporting, structural changes (including cross-border mobility and regulatory competition between the Member States), and European Corporate Entities (especially the Societas Europaea). The third part on capital markets covers control transactions and golden shares, the governance of primary and secondary financial markets and (briefly) banking. The fourth part on bankruptcy deals with key elements of the European bankruptcy framework, namely, the European Insolvency Regulation and the European Restructuring Directive. An important theme here will be forum shopping and regulatory competition. Finally, the fifth part addresses two key challenges for the further development of the European law governing business organizations: the departure of the United Kingdom from the EU ('Brexit') and technological advances, in particular associated with 'Artificial Intelligence'.

The primary focus of the course will be on the existing legal framework. However, policy issues will also be discussed were appropriate (proportion of law to policy approximately two to one). The European legal framework will be compared frequently to other jurisdictions. Within Europe, the focus will be on the UK, France, and Germany. Comparisons will also be drawn to the legal position and the policy debates in the US. Students planning to register for the course should have a basic prior knowledge of corporate law. This is a short class meeting from Friday, October 25 through Friday, December 6. Class will not meet on Friday, November 8.  A make-up class is scheduled for Thursday, November 14 from 6:10pm-7:55pm.

Compliance and Regulatory Strategy

Spring 2020, Charles V. Senatore

Companies and individuals face potentially draconian global regulatory exposure based upon increasingly strict expectations that companies have state of the art governance, risk and compliance programs.  For companies, these sanctions can at best result in plummeting share prices, and at worst the shutting down of an enterprise.  For individuals, they can result in incarceration, fines, penalties and removal from the business.  Plus, the emergence of new technologies creates further compliance challenges.  By placing students in the context of a corporate executive, board member or counsel, students will learn the fundamental principles and tools to prepare them to both design compliance programs and engage with regulators to mitigate these risks.   While many of these principles apply to all industries, we will explore these issues primarily through the lens of the financial services sector, which includes banks, brokerage firms, investment companies and investment advisers.  Students will also learn the fundamentals of regulatory regimes overseeing these businesses, as well as strategies for successfully engaging the regulators.  We will explore how the design and execution of these programs can avoid or limit potential liabilities from regulatory and criminal authorities, as well as how a firm can enhance its brand, meet the expectations of its board of directors and create value for its shareholders. The grade is based on a series of short reaction papers, attendance and class participation.  While courses which contain elements of securities or financial services regulation would be helpful, they are not required. However, the course should be limited to students who have completed their first year, whether in the Law School, the Booth School of Business or other graduate level programs at the university. This class requires a series of reaction papers. Participation may be considered in final grading.

Previously:

  • Spring 2018, Charles V. Senatore

Corporate and Entrepreneurial Finance

Spring 2020, Steven Kaplan

This course uses the case method to study the practical aspects of important topics in corporate and entrepreneurial finance. We will apply the concepts and techniques of corporate finance to actual situations. The course is divided into four sections: (1) financing decisions; (2) investment decisions; (3) private equity; and (4) venture capital.  In addition to analyzing financing issues, we will consider how those issues relate to firm strategy.  It will be important to examine the "big picture" assumptions used in the numerical calculations. This course also places a strong emphasis on presentation and discussion skills.  COURSE PROCEDURES For each class meeting, I will assign study questions concerning one or two cases. You are allowed and encouraged, but not required to meet in groups outside of class to discuss and analyze the cases. Each group will submit a two-page memorandum of analysis and recommendations at the beginning of each case discussion. If you are working in a group, I will accept one memorandum from the group and count it for all students in the group. group can include up to 3 students. GRADING will be based on class participation, the short memoranda and a final examination. Class participation will count for 40% of the final grade.  Because so much of the learning in this course occurs in the classroom, it is very important that you attend every class. The memoranda will count for 10% of the final grade. The final take-home examination will count for 50% of the final grade. The final examination will be an individual take home case analysis. Students should have an understanding of financial statements. I.e., students should be able to read an income statement, cash flow statement and balance sheet.

Previously:

  • Spring 2018, Steven Kaplan
  • Spring 2019, Steven Kaplan

Corporate Tax I

Winter 2020, David A. Weisbach

This course examines income tax aspects of the formations, distributions, and liquidations of corporations. The focus is on transactional and planning aspects of the corporate tax. Prerequisite: Introductory Income Taxation required except with permission of the instruction. The student's grade is based on class participation and a final examination.

Corporate Tax II

Spring 2020, David A. Weisbach

This course surveys the taxation mergers and acquisitions. including taxable acquisition structures, tax-free reorganizations. Prerequisites: Taxation of Corporations I. Students' grades based on a final take-home examination or a full-length paper.
Prerequisites: Taxation of Corporations I or Corporate Tax I

Derivatives in the Post-Crisis Marketplace

Autumn 2019, Jaime A. Maddell

In this seminar, we will explore the vital role that derivatives such as futures, forwards, options and swaps play in the financial system and the impact that post-crisis reforms have had on the derivatives marketplace. We will begin with a brief history of derivatives, an introduction to the core building blocks of the product and an overview of the agencies, regulations and statutes governing derivatives use, including the Bankruptcy Code and similar restructuring and resolution laws. We will then explore the role that derivatives played in the financial crisis and discuss the regulatory architecture put in place to mitigate the perceived risks of derivatives both in the U.S. under the 2010 Dodd-Frank Wall Street Reform and Consumer Protection Act and abroad under various regimes. In order to understand some of the law's grey areas, we will also discuss pivotal case law, including Metavante and Lomas. Turning to the future, we will evaluate changes in the current marketplace, explore trends in derivatives use and delve into new trading architectures such as central clearing and blockchain, with a particular focus on the regulatory challenges these technologies pose. We will conclude with an in-depth discussion of the credit default swap auction process by reference to case studies such as Codere, Hovnanian, iHeart and Windstream. Grades will be based on a 20-25 page paper on a topic of the student's choice as well as class participation.

Previously:

  • Winter 2019, Jaime A. Maddell

Employee Benefits Law

Autumn 2019, Charles Wolf and Philip Luther Mowery

This seminar will provide an introduction to the Employee Retirement Income Security Act (ERISA) and other federal statutes regulating employee benefit plans in the private sector. The course will cover many types of plans, including defined benefit pension plans, individual account retirement plans (such as 401(k) plans), medical plans, other welfare benefit plans and executive compensation programs. It will provide a basic understanding of fiduciary standards governing plan administration and the investment of plan assets; minimum standards for benefits and funding; benefit claim dispute resolution procedures and standards of judicial review; federal preemption of state laws; and key issues which arise in ERISA litigation. The course is intended for students interested in a broader labor and employment practice; a mergers and acquisitions or general corporate practice; or a civil litigation practice. Although our primary mission will be to prepare students for the practice of law, we also will explore whether the law governing employee benefit plans is operating effectively and in accordance with its stated purposes. Students will be graded on class participation and on short reaction and/or research papers. There are no prerequisites required for this seminar.

Previously:

  • Autumn 2017, Charles Wolf
  • Autumn 2018, Charles Wolf

Estate Planning And Drafting

Spring 2020, Thomas Gallanis Jr.

This seminar in estate planning and drafting meets the ABA definition of an experiential course. The seminar will give students experience in drafting specific provisions of wills and trust instruments, including provisions relating to the use of class gifts, conditions of survival, and powers of appointment. Students will be graded on a series of drafting exercises and on class participation. Students enrolling for 3 credits rather than 2 will be graded also on the preparation of a will for a live client. Prerequisite: Trusts and Estates: Wealth Management and Transmission (LAWS 45211). Students who took Advanced Trusts and Estates (LAWS 45221) in Spring Quarter 2019 are not eligible to enroll. Participation may be considered in final grading.

Global Inequality

Winter 2019, Martha C. Nussbaum and David A. Wesibach

Global income and wealth are highly concentrated. The richest 2% of the population own about half of the global assets. Per capita income in the United States is around $47,000 and in Europe it is around $30,500, while in India it is $3,400 and in Congo, it is $329. There are equally unsettling inequalities in longevity, health, and education. In this interdisciplinary seminar, we ask what duties nations and individuals have to address these inequalities and what are the best strategies for doing so. What role must each country play in helping itself? What is the role of international agreements and agencies, of NGOs, of political institutions, and of corporations in addressing global poverty? How do we weigh policies that emphasize growth against policies that emphasize within-country equality, health, or education? In seeking answers to these questions, the class will combine readings on the law and economics of global development with readings on the philosophy of global justice. A particular focus will be on the role that legal institutions, both domestic and international, play in discharging these duties. For, example, we might focus on how a nation with natural resources can design legal institutions to ensure they are exploited for the benefit of the citizens of the country. Students will be expected to write a paper (20-25 pages), which may qualify for substantial writing credit. Non-law students need instructor consent to enroll. Class participation may also be considered in final grading.

Introductory Income Taxation

Spring 2020, Daniel Hemel

This class provides an introduction to the design and operation of the federal income tax. Topics covered in this class include the definition of income, deductions, the tax treatment of gains and losses generated by sales and other dispositions of assets, realization and other timing issues, and tax shelters. The class uses a combination of lectures, problems, and class discussions to teach students about the interplay of the Internal Revenue Code, regulations and other agency interpretations of the Code, and judicial opinions in the administration of tax law. This class will also look into the policies underlying the design of the tax system. There are no prerequisites for this course.

Previously:

  • Autumn 2017, Julie Roin
  • Winter 2018, Daniel Hemel
  • Spring 2018, Dhammika Dharmapala
  • Autumn 2018, Julie Roin
  • Spring 2019, Daniel Hemel
  • Autumn 2019, Julie Roin

Legal Elements of Accounting

Winter 2020, John R. Sylla

This mini-class introduces accounting from a mixed law and business perspective. It covers basic concepts and vocabulary of accounting, not so much to instill proficiency with the mechanics of debits and credits as to serve as a foundation from which to understand financial statements. The course then examines accounting from a legal perspective, including consideration of common accounting decisions with potential legal ramifications. It also analyzes throughout the reasons for and roles of financial accounting and auditing, as well as the incentives of various persons involved in producing, regulating, and consuming financial accounting information. The seminar will touch on some limitations of, and divergent results possible under, generally accepted accounting principles. Current cases, proposals, and controversies will be discussed. Attendance and participation will be very important. Grades will be based on a take-home assignment. Students with substantial prior exposure to accounting (such as students with an MBA, joint MBA/JD students, and undergraduate finance or accounting majors) may not take the course for credit.

Previously:

  • Winter 2018, John R. Sylla
  • Winter 2019, John R. Sylla

Non-Profit Organizations

Spring 2019, Daniel Hemel

This seminar explores the laws and policies governing nonprofit organizations and charitable giving. Topics covered include: the formation, dissolution, and restructuring of nonprofit organizations; fiduciary duties of officers and directors; criteria for exemption from federal income tax; political activities of nonprofit organizations; rules governing private foundations; deductibility of charitable contributions; and the tax treatment of social welfare organizations, labor unions, business leagues, social clubs, and fraternal organizations. Students will have several opportunities throughout the quarter to meet and speak with leaders of local nonprofit organizations, who will be guests in the seminar. Grades will be based on a final examination. Instructor's approval is required for students who have not completed or are not currently enrolled in Introductory Income Tax.

Previously:

  • Winter 2018, Daniel Hemel

Partnership Taxation

Spring 2020, Richard M. Lipton and Maher Haddad

A study of the Federal income tax treatment of partners and partnership (and entities classified as partnerships), including contributions to and distributions from partnerships, partnership operations, substantial economic effect regulations and special allocations, transfers of partnership interests, taxation of service partners, shifting of liability among partners, special basis adjustments and terminations. Prerequisite: Introductory Income Tax. This class meets at 300 E. Randolph - Baker and McKenzie.

Previously:

  • Spring 2019, Richard M. Lipton

Project and Infrastructure Development and Finance

Autumn 2019, Martin Jacobson

This seminar is focused on the development and project financing of infrastructure facilities. These transactions feature a wide variety of commercial agreements and financial instruments, legal and financial structuring, and a significant role for lawyers. Public private partnership structures will be examined. Representative transactions, principally in the energy, transportation and public infrastructure sectors, will be selected for analysis and discussion. Infrastructure projects such as these provide a convenient vehicle for discussion of contractual provisions, structuring parameters, financial analysis, and legal practice issues common to a broad range of business and financial transactions. The classes will be discussion oriented; grades will be based on 3-4 short papers, an analytical paper of at least 10- 13 pages based on a case study and class participation. There are no pre-requisites, although basic corporation law is recommended. The readings will be taken from textbooks, professional journals, and actual commercial and financial contracts. A speaker from the financial community with a wide range of experience is expected. Recommended but not required: Corporations or the equivalent. Participation may be considered in final grading.

Previously:

  • Autumn 2017, Martin Jacobson
  • Autumn 2018, Martin Jacobson

Retail Law and Transactions

Spring 2020, David Zarfes and Joshua Evan Avratin

This seminar addresses the principal legal issues and commercial challenges facing the retail sector. Particular attention will be paid to relations with vendors and other third-party business associates, and customers, the effect of the evolving economy on these relations, and the challenges and opportunities brought about by globalization, technology, social media, and e-commerce. Students will develop an understanding of key corporate, IP, contracting, sourcing, regulatory and other legal issues and practice pitfalls. The instructors will emphasize the practical interplay and tension between commercial realities and legal requirements, and strive to demonstrate the increasing professional burdens and responsibilities to which "in-house" counsel are subject. At times, the instructors will use a case-study format to emphasize identification and resolution of key issues and risks experienced by retailers, as well as to highlight examples of retailers both thriving and struggling to adapt to change. The instructors also will use actual contracts, retailer policies and practices, litigation materials and internal-investigation documents. The class will participate in multiple role-playing scenarios, including contract negotiations and a crisis management reenactment. Final grade will be based on: substantial out of classroom work, group projects. Participation may be considered in final grading.

Previously:

  • Spring 2018, David Zarfes
  • Spring 2019, David Zarfes

Structuring Financial Instruments

Spring 2019, Jason Sussman

This seminar introduces tax, legal, accounting and economic principles relevant to the structuring of complex financial instruments-from forwards, swaps and options to convertible bonds and other securities with embedded derivatives. Throughout the seminar, different products designed to achieve similar economic goals will be examined to highlight the significance of structuring choices and the range of techniques available. For example, there are various products that can be used to approximate the economics of buying an asset, without an actual purchase of that asset. The seminar will examine how these products are treated differently for tax, securities law, commodities law, bankruptcy, accounting and other purposes, notwithstanding their economic similarity. Students will develop the ability to optimize transactions by selecting among existing financial instruments or inventing new ones. The seminar will also include discussion of policy issues. No specific prerequisites, but introductory income tax recommended, and knowledge of securities law and bankruptcy law helpful. The seminar will be assessed via a) a series of reaction papers (2 credits) or b) via a full-length research paper of 20-25 pages (3 credits). Class participation and attendance will be considered in the final grading.

Previously:

  • Spring 2018, Jason Sussman

Structuring Venture Capital, Private Equity, and Entrepreneurial Transactions

Spring 2020, Jack Levin and Donald Rocap

Course covers tax, legal, & economic principles applicable to series of interesting, complex, current entrepreneurial transactions, utilizing venture capital (VC) or private equity (PE) financing, including (1) new business start-up, (2) growth-equity investment in existing business enterprise, (3) leveraged buyout of private or public company (including going-private transaction), (4) use of both double-tax C corps and flow-through single-tax S corps, partnerships, or LLCs for variety of VC or PE financed transactions, (5) devising equity-based exec comp program, (6) PE financed restructuring or workout (in or out of bankruptcy) for troubled over-leveraged enterprise and utilizing troubled corp's NOL post restructuring, (7) exit scenarios for successful VC or PE financed enterprise (such as IPO, series of SEC rule 144 stock sales, sale of company, or merger of company into larger enterprise), & (8) forming VC, PE, or LBO fund. Substantive subjects include federal income tax, federal securities regulation, state corp, partnership, & LLC law, federal bankruptcy law, state & federal fraudulent conveyance law, & other legal doctrines, as well as accounting rules (exec comp and acquisition accounting) & practical structuring issues (including use of common & preferred stock, subordinated or mezzanine debt, convertible debt & preferred stock, warrants, options, & substantial-risk-of-forfeiture stock), all reviewed in transactional context, with discussion of policy underpinnings & likely future evolution. No specific prerequisites, but introductory income tax strongly recommended, entity taxation desirable, & knowledge of corp law, securities regulation, bankruptcy, & accounting helpful. However, course book & course book appendix contain adequate discussion & supplemental material so student can (with careful reading) adequately comprehend these topics. Grade based on final in-class examination. Instructor consent not required.

Previously:

  • Spring 2018, Jack Levin and Donald Rocap
  • Spring 2019, Jack Levin and Donald Rocap

U.S. Taxation of International Transactions

Winter 2020, Julie Roin

This course provides a survey of the US tax treatment of both inbound (foreign investment in the US) and outbound (US investment abroad) transactions. Though the principal focus of the class is on the US tax rules, some attention is paid to the interaction between US and foreign tax systems through the operation of the tax credit and tax treaties. Introductory Income Tax is a recommended prerequisite. Students' grades will be based on a three-hour in-class examination.

Previously:

  • Winter 2018, Julie Roin
  • Winter 2019, Julie Roin