Taxation Courses

Professor Julie Roin

The courses listed below provide a taste of the Administrative Law courses offered at the Law School, although no formal groupings exist in our curriculum. This list includes the courses taught in the 2016-17 and 2017-18 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 2018, Philip 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). Fundamentals of Accounting for Attorneys (LAWS 79112 or 53260) 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 2017, Philip Berger

Advanced Industrial Organization III 

Spring 2017, 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.

Advanced Issues in Delaware Corporate Law 

Spring 2018, William 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 either a paper or a take-home examination.

Previously:

  • Spring 2017, William Chandler

Business Planning

Winter 2018, 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.

Business Strategy

Autumn 2017, Emir Kamenica

This course applies tools from microeconomics, game theory, industrial organization, and theory of the firm to analyze decisions facing firms in a competitive environment. The specific focus is on strategic decisions where each firm's profits depend critically on the actions chosen by its competitors. Classes combine case analysis and discussions with lectures. Topics include pricing, positioning, strategic commitment, firm structure, and entry and exit.

Previously:

  • Autumn 2016, Emir Kamenica

Corporate and Entrepreneurial Finance

Spring 2018, 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 roughly divided into three sections: (1) financing decisions; (2) investment decisions; (3) entrepreneurial finance; and (4) private equity finance. In addition to analyzing the specific financing problems or issues, we will consider how those issues relate to the strategic objectives of the firm. It will be important to examine the "big picture" assumptions that are used in the numerical calculations. This course also places a strong emphasis on presentation and discussion skills. It will be important to explain your positions or arguments to each other and to try to argue for the implementation of your recommendations. COURSE PROCEDURES For each class meeting, I will assign study questions concerning one or two case studies. For most of the class period, we will consider the questions and the material in the cases. This includes the first meeting. 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. If you choose to do this, the group can include up to 3 students. Each memorandum should be typed and double-spaced. Write these as if you were writing a recommendation to the CEO or major decision maker in the case. The two page limit is for text only. You may attach as many numerical calculations as you wish. Memoranda will not be accepted after the class has met. A memorandum will be given credit if it is handed in and no credit if it is not. Initially, therefore, I will not grade them. However, I will use the memoranda to determine final grades for those students who are on the border of two grades. You should prepare a memorandum for UST, the first class. The readings and articles that I have assigned and will hand out are largely non-technical in nature and summarize the findings of academic research in corporate finance in the recent past. These articles are meant to be background material that will help you analyze the cases. They should not necessarily be cited in the case discussion. You should argue as if you were in a corporate boardroom rather than in a doctoral seminar. The process of arriving at the answer is as important as getting the answer. Because of the nature of this course (and its grading criteria), it is extremely important that you attend every class, arrive on time and be prepared to participate. To help me out, you should bring your name cards to each class. I may not remember who said what without those cards. In the past, students have asked me to hand out my case analysis after the class has discussed the case. I will not do this, because there are usually no absolute right answers. The best cases are deliberately written to be ambiguous. While there are no right answers, there are good arguments and bad arguments. This course is designed to help you learn to distinguish between sensible and senseless arguments. Handing out my analyses would reduce the ambiguity in the cases and partially defeat the purpose of doing cases. If you are uncomfortable with ambiguity, this class may not be for you.

Previously:

  • Spring 2017, Steven Kaplan

Corporate Tax I

Winter 2018, David 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.

Previously:

  • Winter 2017, David Weisbach

Corporate Tax II

Spring 2018, David Weisbach

This course surveys the taxation of reorganizations and other adjustments involving continuing businesses: mergers, asset and stock acquisitions and other similar shifts of ownership and control; recapitalizations; and divisions. Points of focus are the recognition of gain and loss and the survival and allocation of tax attributes (basis, earnings, and loss carryovers) in these transactions. Prerequisites: Taxation of Corporations I or Corporate Tax I Students' grades based on a final examination or a full-length paper.

Previously:

  • Spring 2017, David Weisbach

Drafting Contracts: The Problem of Ambiguity

Winter 2018, Preston Torbert

This seminar is unique. It is a very interesting, very intellectual, and very practical learning experience. The main features are: 1. Students will learn some extremely useful tools for analyzing and drafting contracts. They will acquire them by an inductive process of reviewing many examples of ambiguity from case law, eminent legal scholars, and the lecturer's practice. They will learn to identify and eliminate ambiguity in drafting contracts. These tools are the creation of the lecturer and will give students unique practical skills that no other American law students (except the lecturer's prior students) have. 2. The course materials come from the in-house seminars for the firm's China Practice lawyers that the lecturer conducted for many years as a partner at Baker & McKenzie and that established the profession's best practices for China-related contracts. 3. The historical examples of ambiguity in the seminar are of human, as well as intellectual, interest. They show that ambiguity can lead to the hanging of an individual for piracy or treason, a damages award of more than U.S. $10 billion, and even a change in the course of World War II. 4. The seminar facilitates student learning. At the beginning of each class, an audience response system ("clickers") provides students immediate, comparative, and anonymous feedback on their understanding of the reading assignment. The course also allows each student to see what he or she has learned in the course by comparing his or her analysis of a specific contract for the first class and for the last class. This contract analysis, like the final exam, gives each student the experience of a practicing lawyer reviewing a contract. Grades will be based on a proctored final exam.

Previously:

  • Winter 2017, Preston Torbert

Employee Benefits Law

Autumn 2017, Charles Wolf

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 a series of short reaction and research papers. There are no prerequisites required for this seminar.

Previously:

  • Autumn 2016, Charles Wolf

Fundamentals of Accounting for Attorneys

Autumn 2016, Philip Bach and Sean Young

This seminar will teach the basic fundamentals of accounting to better prepare you to recognize and understand financial business issues related to the practice of law. Topics include key accounting concepts, reading financial statements and financial statement analysis. The class sessions will include guest speakers presenting on current accounting topics such as Sarbanes Oxley, working with the SEC and forensic accounting (investigating accounting frauds). The class is designed for those who have never taken an accounting class and/or have little financial background. There are no prerequisites but you should not take this class if you have taken an accounting class before or if you have experience in finance or accounting. Grades will be based on homework, papers and a final examination.

Global Inequality

Winter 2017, Martha Nussbaum and David Weisbach

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, which may qualify for substantial writing credit. Non-law students need instructor consent to enroll.

Introductory Income Taxation

Spring 2018, Dhammika Dharmapala

This class provides an introduction to federal income tax law. Topics covered in this course include (but are not limited to) what constitutes income; deductions; the tax treatment of gains and losses; realization and timing; tax shelters. The class uses a combination of lectures, class discussion and problems, focusing on the application of the Internal Revenue Code, Treasury Regulations, cases, and other sources of tax law. Policy issues underlying the tax law will also be analyzed. This class has no prerequisites.

Previously:

  • Autumn 2016, Julie Roin
  • Winter 2017, Daniel Hemel
  • Autumn 2017, Julie Roin
  • Winter 2018, Daniel Hemel

Islamic Law and Finance

Winter 2017, Cynthia Shawamreh

This seminar will provide students with an overview of the modern Islamic finance industry. We will review the basic sources of Islamic law and jurisprudence and consider the prohibitions on unjustified increase (riba) and excessive risk (gharar). We will explore the classical rules of Islamic contract and commercial law and their application in the modern context. The growth of the modern Islamic finance industry from the 1970's to the present will be examined. The main Islamic financial products will be reviewed. We will consider legal questions in structuring transaction documentation and enforcement. We will explore the ethical underpinnings of Islamic finance and the social justice questions highlighted by the intersection of religion and finance. Regulatory issues will be discussed. We will also consider the political environment in which Islamic finance currently operates. The course is intended to familiarize students with the essential legal framework of the rapidly emerging market for highly technical and sophisticated Islamic financial products.

Legal Elements of Accounting

Winter 2018, John 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 2017, John Sylla

Legal Issues in International Transactions

Winter 2017, Ruoying Chen

This seminar will discuss legal issues with respect to international finance: activities involving cross-border payment and investment. Financial markets all over the world have been undergoing a higher degree of global integration in terms of service/product, capital and people. It is also an area where inter-government cooperation and coordination are mostly active, pushing for the establishment of numerous international organization and for the convergence of legal rules in many aspects. Meanwhile, regulation of financial transactions and market players and its enforcement remain largely domestic and fierce competition between sovereign states is increasing dramatically. Such a strong contrast presents exiting and complex challenges that worth intellectual reflection and discussions among lawyers. By applying useful theoretical framework and citing recent empirical studies, we will analyze these challenges and assess a few emerging legal resolutions, such as the following ones: how to control moral hazards on both creditors and debts in preventing and dealing with banking failures, how to protect individual investors among high-powered financial firms with opportunities of regulatory arbitrage around the world, and how to identify and control risks associated with debt financing raised by sovereign investors or quasi-government entities, especially those from the emerging market. Theoretical themes such as institutional competition and private enforcement will also be addressed in the light of recent development in international finance. The focus of this seminar will not be on domestic law of banking and financial institution in the US. But examples will be drawn from the US as well as Europe, Japan and a number of emerging market including China. Due to time constraints, we will not elaborate on issues relating to foreign exchange, the payment system and the clearance system for international finance. No background on finance or economics is required. Some basic understanding of banking, lending and securities regulation would be helpful for participation in class discussions. Students will be graded on a number of short research papers and class participation. Students wishing to take the seminar for three credits must submit an additional 10-12 page research paper.

Non-Profit Organizations

Winter 2018, Daniel Hemel

This seminar explores the laws associated with nonprofit organizations and charitable giving, with a particular emphasis on tax-related issues. Topics covered include: the formation, dissolution, and restructuring of nonprofit organizations; fiduciary duties of officers and directors; criteria for exemption from federal income tax; limitations on private inurement and private benefit; involvement of nonprofit organizations in politics; commercial activity and the unrelated business income tax; 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. The course will place particular emphasis on policy considerations related to the federal tax treatment of nonprofit organizations. 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 2017, Daniel Hemel

Partnership Taxation

Spring 2017, Todd D. Golub and Richard Lipton

A review of the principals of partnership taxation, with an emphasis on the tax consequences of the formation, operation and dissolution of partnerships. Matters discussed include the treatment of leverage, capital accounts, disguised sales, mixing bowls, anti-abuse rules and other aspects of partnership taxation. Prerequisite: Introductory Income Tax

Project and Infrastructure Development and Finance

Autumn 2017, 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 10- 13 pages based on a case study and class participation. There are no pre-requisities, 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. Enrollment is limited to 25 students. Recommended but not required: Corporations or the equivalent.

Previously:

  • Autumn 2016, Martin Jacobson

Retail Law and Transactions

Spring 2018, David Zarfes

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.

Previously:

  • Spring 2017, David Zarfes, Tony Bangs, Nathan Lutz, Joshua Avratin

Structuring Financial Instruments

Spring 2018, 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 (3 credits). Class participation and attendance will be considered.

Previously:

  • Spring 2017, Jason Sussman

Structuring Venture Capital, Private Equity, and Entrepreneurial Transactions

Spring 2018, Jack Levin and Donald Rocap

This course covers tax, legal, and economic principles applicable to a series of interesting, complex, current entrepreneurial transactions, utilizing venture capital or private equity 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 corporations and flow-through single-tax S corporations, partnerships, or LLCs for variety of venture capital or private equity financed transactions, (5) devising equity-based executive compensation program, (6) private equity financed restructuring or workout (in or out of bankruptcy) for troubled over-leveraged enterprise and utilizing troubled company's NOL post restructuring, (7) exit scenarios for successful venture capital or private equity financed enterprise (such as IPO, series of SEC rule 144 stock sales, sale of company, or merger of company into larger enterprise), and (8) forming venture capital, LBO, or private equity fund. Substantive subjects include federal income tax, federal securities regulation, state corporate, partnership, and LLC law, federal bankruptcy law, state and federal fraudulent conveyance law, and other legal doctrines, as well as accounting rules (executive compensation and acquisition accounting) and practical structuring issues (including use of common and preferred stock, subordinated or mezzanine debt, convertible debt and preferred stock, warrants, options, and substantial-risk-of-forfeiture stock), all reviewed in a transactional context, and with discussion of their policy underpinnings and likely future evolution. No specific prerequisites, but introductory income tax strongly recommended, entity taxation desirable, and knowledge of corporate law, securities regulation, bankruptcy, and accounting helpful. However, the course book and the course book appendix contain adequate discussion and supplemental material so that the student can (with careful reading) adequately comprehend these topics. The grade is based on a final in-class examination. Instructor consent is not required for this course.

Previously:

  • Spring 2017, Jack Levin and Donald Rocap

Tax Issues in Bankruptcy

Autumn 2016, Thad Davis, Anthony Sexton, Todd Maynes

This seminar provides a basic background in tax issues that affect troubled companies, with special attention to tax issues that arise under the Bankruptcy Code. The seminar will emphasize the tax consequences that can flow from transactions while a case is pending under Title 11 or when a taxpayer engages in an insolvency workout. Additionally, the class will cover the treatment of tax claims in bankruptcy and the litigation of tax liabilities in bankruptcy court. The seminar will primarily focus on corporations in bankruptcy under Chapter 11, but there will also be discussion of the tax effects on individuals and partnerships. Specific topics to be covered include modifying debt and its consequences, the exclusion for discharge of indebtedness income, taxable versus tax-free reorganizations of companies in bankruptcy, special net operating loss change in ownership rules, and certain related consolidated return considerations. Registration Requirements: Introductory Income Taxation is required except with permission of instructor. Taxation of Corporations I and II and Bankruptcy and Reorganization: The Federal Bankruptcy Code both provide relevant background information, but are by no means required. Evaluation Methods: Final Examination.

Tax Policy

Spring 2018, Kyle Rozema

This seminar explores fundamental concepts underlying tax policy, with a special emphasis on the economic implications of tax rules and design elements. The topics covered include the choice of tax base (income vs. consumption vs. wealth), the effectiveness of tax law as a redistributive mechanism, the use of tax tools to correct externalities, and the role of tax expenditures. Each student will work toward a final project that applies insights from the course to a question of tax policy.

U.S. Taxation of International Transactions

Winter 2018, 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 examination.

Previously:

  • Winter 2017, Julie Roin

Wealth Transfer Taxation

Autumn 2016, Daniel Hemel

This seminar will explore the laws and policies underlying the United States' system of wealth transfer taxation. The seminar will cover basic provisions of the estate, gift, and generation-skipping transfer tax laws, as well as arguments for and against the taxation of transfers. Introductory Income Taxation is a prerequisite. Students will be evaluated on the basis of a final take-home examination.