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 2020-21 and 2021-22 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.

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Courses

Accounting and Financial Analysis

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.

This class has a final exam and a series of reaction papers. Participation may be considered in final grading.

Previously:

  • Spring 2022: Philip Berger
  • Spring 2021: Philip Berger
  • Spring 2020: Philip Berger
  • Spring 2019: Philip Berger
  • Spring 2018: Philip Berger

Advanced Issues in Delaware Corporate Law

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 a final exam. A basic corporations law course is preferred, but not a prerequisite.

Previously:

  • Spring 2022: William Chandler and Lori Will
  • Spring 2021: William Chandler
  • Spring 2020: William Chandler
  • Spring 2018: William Chandler

Business Planning

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. This class has a final exam (2 credits). To receive 3 credits students must additionally write a research paper of 10-12 pages.

Previously:

  • Winter 2022: Keith Crow and Anthony V. Sexton
  • Winter 2020: Keith Crow and Anthony V. Sexton
  • Winter 2018: Keith Crow and Anthony V. Sexton

Compliance and Regulatory Strategy

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.

Previously:

  • Spring 2021: Charles V. Senatore
  • Spring 2020: Charles V. Senatore

Contracting and Business Strategy

This seminar focuses on how to negotiate, structure, and govern contracts from both a legal and a business (strategy) standpoint. It focuses on how to choose a contracting partner, devise a negotiation strategy, and structure not only the core legal terms you have studied before, but also the key work-a-day contract provisions that make business relationships sucessful. Discussion will focus on how to best facilitate commercial cooperation, encourage product and process innovation, and structure value creating deals. Emphasis is placed on the role that nonlegal mechanisms and business considerations play in contract governance and management as well as on the limits of the legal system in many contractual settings. Students will work sometimes individually, but often in teams (always with the option to note their disagreement with their team in the team journal), to complete assignments based on case studies of real deals and will write both individual and group based memoranda. There is no exam. Grading is based on individual and team work (oral and written) as well as class participation. Students will have the opportunity to advise a live client on a deal, advise inside counsel on an outsourcing deal, and get feedback on a crisis management project from a leading consultant and a seasoned general counsel.

Previously:

  • Autumn 2021: Lisa Bernstein

Corporate and Entrepreneurial Finance

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 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 2022: Steven N. Kaplan
  • Spring 2021: Steven N. Kaplan
  • Spring 2020: Steven N. Kaplan
  • Spring 2019: Steven N. Kaplan
  • Spring 2018: Steven N. Kaplan

Corporate Tax I

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 instructor. The student's grade is based on class participation and a final examination. This class is 4 credits.

Previously:

  • Winter 2022: David A. Weisbach

Derivatives in the Post-Crisis Marketplace

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 and due consideration to the current tumultuous macroeconomic climate. We will touch on current events such as the Archegos meltdown and "GameStop" controversy. 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 major paper (20-25 pages) on a topic of the student's choice as well as class participation.

Previously:

  • Autumn 2021: Jaime A. Madell
  • Autumn 2020: Jaime A. Madell
  • Autumn 2019: Jaime A. Madell

Employee Benefits Law

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 2021: Charles Wolf and Philip Mowery
  • Autumn 2020: Charles Wolf
  • Autumn 2019: Charles Wolf and Philip Mowery
  • Spring 2019: Charles Wolf and Philip Mowery
  • Autumn 2018: Charles Wolf and Philip Mowery

Estate Planning and Drafting

This course will deal with the creation and utility of interests in real and personal property that take effect in the future. Class gifts, powers of appointment, charitable bequests, conditional limitation, and the rule against perpetuities will be among the subjects covered. Special attention will be paid to the enactment and construction of modern statutes affecting these subjects. For students who intend to enroll in the Law School's course in Trusts and Estates, this offering should provide important grounding. Students who took Estate Planning and Drafting may not take this course. This class has a final exam.

Previously:

  • Spring 2021: Thomas P. Gallanis
  • Spring 2020: Thomas P. Gallanis

Global Inequality

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.

Previously:

  • Winter 2021: Martha C. Nussbaum and David Weisbach
  • Winter 2019: Martha C. Nussbaum and David Weisbach

Greenberg Seminar: Troubled Cities

*All meetings will take place in Winter and Spring quarters of 2021.* We can start with discussing the movie American Factory (available on Netflix), about the re-opening, but then the clash between management and workers, of a factory closed by General Motors in Dayton, Ohio, but then purchased by a Chinese company determined to re-purpose its workforce. We will then discuss The Poisoned City, and the story of Flint Michigan's troubled water supply, and Why Nations Fail, a more academic book considering the larger question of the rise and fall and rise again of conglomerations of people. We might also talk about The Rise of the Creative Class, a book that suggests that the cities most of you yearn to live in, are not made great by people like us but rather by off-beat artistic types. We are open to suggestions for a different book or film. Graded Pass/Fail.

Previously:

  • Spring 2021: Saul Levmore and Julie Roin
  • Winter 2021: Saul Levmore and Julie Roin

Introductory Income Taxation

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. This class has a final exam. Participation may be considered in final grading.

Previously:

  • Spring 2022: Dhammika Dharmapala
  • Autumn 2021: Julie Roin
  • Autumn 2020: Julie Roin
  • Spring 2020: Daniel Hemel
  • Autumn 2019: Julie Roin
  • Spring 2019: Daniel Hemel
  • Autumn 2018: Julie Roin
  • Spring 2018: Dhammika Dharmapala
  • Winter 2018: Daniel Hemel
  • Autumn 2017: Julie Roin

Legal Elements of Accounting

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. This class has a final take-home exam.

The instructor will provide parallel page referenced reading assignments in each of the 5th (2010,) 6th (2013) and 7th (2018) editions of the textbook, so students may purchase any of these editions.

Previously:

  • Winter 2022: John R. Sylla
  • Winter 2021: John R. Sylla
  • Winter 2020: John R. Sylla
  • Winter 2019: John R. Sylla
  • Winter 2018: John R. Sylla

Non-Profit Organizations

This course 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:

  • Spring 2021: Daniel Hemel
  • Winter 2018: Daniel Hemel
  • Spring 2019: Daniel Hemel

Partnership Taxation

A review of the principles 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. This class has a final exam. Participation may be considered in final grading. Prerequisite: Introductory Income Tax.

Previously:

  • Spring 2021: Richard M. Lipton and Maher Haddad
  • Spring 2020: Richard M. Lipton and Maher Haddad
  • Spring 2019: Richard M. Lipton

Project and Infrastructure Development and Finance

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; there will be 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. Enrollment is limited to 20 students. Participation may be considered in final grading.

Previously:

  • Autumn 2021: Martin Jacobson
  • Autumn 2020: Martin Jacobson
  • Autumn 2019: Martin Jacobson
  • Autumn 2018: Martin Jacobson
  • Autumn 2017: Martin Jacobson

Retail Law and Transactions

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 2022: Peter Afendoulis
  • Spring 2021: Peter Afendoulis
  • Spring 2020: David Zarfes and Josh Avratin
  • Spring 2019: David Zarfes
  • Spring 2018: David Zarfes

Structuring Venture Capital, Private Equity, and Entrepreneurial Transactions

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 corp and flow-through single-tax S corp, partnership, or LLC 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, fraudulent conveyance law, & other legal doctrines, as well as accounting rules (for 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 sufficient 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 2022: Stephen Ritchie and Mike Carew
  • Spring 2021: Stephen Ritchie and Mike Carew
  • Spring 2020: Jack Levin and Donald Rocap
  • Spring 2019: Jack Levin and Donald Rocap
  • Spring 2018: Jack Levin and Donald Rocap

Tax Issues in Bankruptcy

This seminar provides a basic background in tax issues that affect troubled companies, with special attention to tax issues that arise in bankruptcy cases and insolvency workouts. 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.

Evaluation Methods: Final Examination.

Previously:

  • Spring 2022: Anthony V. Sexton and Thad W. Davis
  • Spring 2020: Anthony V. Sexton and Thad W. Davis

U.S. Taxation of International Transactions

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:

  • Spring 2022: Julie Roin
  • Winter 2021: Julie Roin