Courses & Requirements: Taxation of Cross-Border Investment LL.M.

Representing High Net Worth Individuals (1 credit, TAX 917; Jennifer Wioncek)
This course deals with inbound and outbound tax issues encountered in representing high net worth individuals/private clients. The following topics are covered in depth: The Concept of Residency for U.S. Income Tax Purposes and Its Application When Advising High Net Worth Individual Clients, U.S. Transfer Tax Considerations For the International Private Client Advisor, Advising Nonresidents with Active Operations in the United States, Advising Nonresidents with Real Estate Investments in the United States, Check the Box Planning, Advising Nonresidents with Passive Investments in the United States, Planning with Trusts (Part I) – Grantor, Planning with Trusts (Part II) - Non-Grantor Trusts, Pre-Immigration Planning (or Post-Immigration Clean-up), Advising U.S. Private Clients with Investments Outside of the US; Expatriation, and International Tax Compliance. Prerequisites: LAW 105 Federal Income Tax, TAX 949 Property Transactions, either TAX 140 Taxation of Business Entities OR both TAX 905 Corporate Tax and TAX 950 Partnership Tax, TAX 910 Taxation of Trusts and Estates, TAX 946 Federal Wealth Transfer Tax, TAX 915 International: Inbound, TAX 916 International: Outbound. Note: Students who are planning to graduate at the end of this Spring 2023 semester or the Summer 2023 semester can take the following courses as co-requisites rather than prerequisites: TAX 950 Partnership Tax, TAX 910 Taxation of Trusts and Estates, TAX 916 International: Outbound. Open to JD students with the permission of Tax LL.M. Director.

Federal Tax Procedure (2 credits, TAX 943; Karen Lapekas)
This course covers major aspects of tax procedure, tax controversy, and tax dispute resolution. It also includes an in-depth analysis of the United States Tax Court tax litigation process. The analysis encompasses the organization and jurisdiction of the courts, choice of forum, pleadings, problems in major cases, partnership litigation, the trial process (particularly with respect to discovery, stipulations of facts, burden of proof, and evidentiary questions), briefs, the decisional process, and post-trial activity (including attorney's fees and appeals). LAW 105 Federal Income Tax is a prerequisite for this course.

Income Taxation of Trusts and Estates (3 credits, TAX 910; John Anzivino / Mark Scott)
In this course students study the income taxation of estates, trusts, and their beneficiaries; computation of fiduciary accounting income pursuant to Florida Principal and Income Statutes 738, distributable net income; distribution deductions for simple trusts, complex trusts and estates; distributions in kind; planning for funding of bequests outright and in trust; income in respect of a decedent; the grantor trust rules; 65 day election under 663(b); election to recognize gain on residual distributions under 643(e); charitable income tax deduction under 642(c); Section 265 allocation of expenses to tax exempt income; and related income tax basis rules. LAW 105 Federal Income Tax is a prerequisite for this course. Open to JD students with the permission of Tax LL.M. Director.

Estate Planning (1 credit, TAX 958; Shaina Kamen)
This course takes a practical approach to the estate planning process, analyzing typical fact patterns encountered in practice. Planning for younger families, affluent retirees, and owners of family businesses is discussed, and ethical considerations, such as conflicts that arise from dual representation of husband and wife, are also considered. LAW 105 Federal Income Tax is a prerequisite for this course. Open to JD students with the permission of Tax LL.M. Director.

Introduction to Financial Derivatives (1 credit, TAX 984)
Financial derivatives are contractually defined interests in business entities that are neither debt nor equity, although they may have certain features of each. Taxation of these financial products is subject to substantial uncertainty and complexity. This course explores the tax issues relating to a range of swaps and derivatives and other contractually defined interests. LAW 105 Federal Income Tax and TAX 905 Corporate Tax are prerequisites for this course.

Taxation of Global Shipping Operations (2 credit, TAX 927; James R. Border)
Students will learn the basics of international transportation operations with an emphasis on maritime transportation, national and international regulation, and how various countries tax shipping operations. United States federal and state tax provisions and those of other countries will be analyzed and compared. The application and impact of tax treaties, transportation agreements and the UN Convention on the Law of the Sea on income and other taxes imposed on shipping and necessary to an understanding of the structure of global shipping operations will be reviewed. Non-tax maritime considerations will be introduced for a broader understanding of the industry. The course will address both current taxation of shipping and the pending proposals at the OECD, United Nations, European Union, and other international bodies. LAW 105 Federal Income Tax is a prerequisite for this course. Open to JD students with the permission of Tax LL.M. Director.

International Transactions: Europe (1 credit, TAX 918; Christian Wimpissinger / Andrew Solomon)

This course provides an introduction to European Union tax law and how tax planning for U.S. multinational groups can be affected by foreign tax law. This condensed course is co-taught by European and U.S. tax lawyers. It introduces important concepts in European Union tax law and describes the most important EU Directives regarding direct taxation as well as case law of the ECJ in the context of common cross-border fact patterns, including acquisitions, reorganizations, and financing structures. LAW 105 Federal Income Tax and TAX 915 International: Inbound are prerequisites for this course. TAX 916 International: Outbound is a corequisite for this course. Open to JD students with the permission of Tax LL.M. Director.

International Transactions: Latin America (1 credit, TAX 930; Ricardo Escobar / Matthew Berman)
This course provides an introduction to techniques used by international tax planners in an environment where there are an increasing number of tax treaties and significant taxes in addition to income taxes. This condensed course is co-taught by Latin American and U.S. tax lawyers. It focuses on practical case studies regarding the structure of U.S. investments into Latin America but will also discuss some issues involving Latin American investments into the United States. Issues addressed will include structuring sales and services operations, options regarding mergers and acquisitions and issues concerning the repatriation of funds. LAW 105 Federal Income Tax, TAX 915 International: Inbound and TAX 905 Corporate Tax I/ TAX 948 Corporate Tax (or TAX 140 Taxation of Business Entities) are prerequisites for this course. TAX 916 International Outbound is a corequisite for this course. TAX 973 Tax Treaties is a recommended corequisite for this course. Open to JD students with the permission of Tax LL.M. Director.

Tax Accounting (2 credits, TAX 968; Luis Arritola)
This course addresses the fundamental issue of accounting, namely, the time when items of revenue and expense are taken into account. It covers annual accounting, the tax year, accounting methods, asset cost recovery, interest and proxies therefore, and installment sales. LAW 105 Federal Income Tax is a prerequisite for this course and must have received a “B” or better in the course. Open to JD students with the permission of Tax LL.M. Director.

Federal Criminal Tax Practice (1 credit, TAX 954; Scott Michel)
This course examines the substantive, procedural and tactical aspects of this branch of the tax law. IRS and the Justice Department prosecute a few thousand criminal tax cases each year involving a variety of fact patterns, from the simple, such as the failure to file tax returns or report income, to the complex, such as the implementation by sophisticated tax advisors of unlawful tax schemes. An awareness of the criminal tax enforcement function is important to any tax lawyer doing planning or controversy work. Topics will include i) the nature and types of criminal tax offenses, ii) government processes and policies underlying criminal tax enforcement cases, iii) the prosecution and defense of criminal tax cases from inception through trial, iv) plea bargaining and sentencing in tax cases, v) the relationship between civil tax compliance and criminal tax enforcement, and vi) the IRS voluntary disclosure policy. Course materials will include selected cases and government policy and procedure manuals. LAW 105 Federal Income Tax is a prerequisite for this course. Open to JD students with the permission of Tax LL.M. Director.

Transactions Involving Consolidated Groups (2 credits, TAX 912)
This course focuses on the many special rules affecting affiliated corporations which file a consolidated return. It explores issues relating to the formation of the consolidated group, its intercompany transactions, the affect of tax attributes involving the acquisition and disposition of members as well as the unique treatment of many Code sections that affect corporations. LAW 105 Federal Income Tax and TAX 905 Corporate Tax I/ TAX 948 Corporate Tax (or TAX 140 Taxation of Business Entities) are  prerequisites for this course.

Limitations on Loss Utilization (1 credit, TAX 922; Kevin Hennessey)
This course covers the many Code sections which limit the use of net operating losses including Sections 269 and 382, at risk and passive loss limitations, as well as the special rules affecting cancellation of indebtedness and worthless stock. LAW 105 Federal Income Tax and TAX 905 Corporate Tax I / TAX 948 Corporate Tax (or TAX 140 Taxation of Business Entities) are prerequisites for this course. Open to JD students with the permission of Tax LL.M. Director.

State and Local Taxation (1 credit, TAX 977; Charles Mercer / Reed Hollander)
This course examines the constitutional limitations, including Due Process and Commerce Clause restrictions, on state and local taxing authority; provides an overview of three main areas of state and local taxation: income/franchise tax, sales and use tax, and property tax; and explores the practical aspects of contesting audits and assessments before tax officials and tribunals. LAW 105 Federal Income Tax is a prerequisite for this course. Open to JD students with the permission of Tax LL.M. Director.

Introduction to U.S. International Tax Policy (1 credit TAX 901; Dana Trier)
This course presents an overview of the policies that govern the approach of the U.S. government to international taxation. The course will begin with a description of the institutions in the U.S. government that formulate U.S. international tax policy, a brief summary of the U.S. international tax rules, and an overview of the U.S. Tax Treaty system and treaty policy. Then, the course will discuss pervasive policy concepts and problems such as the concepts of capital export, capital import and capital ownership neutrality; the problems of "tax competition," "stateless" income and international "tax arbitrage"; and the challenges of the digital economy. After these general concepts and problems have been discussed, the course will address in some depth transfer pricing, including the role of the arm's length method and its alternatives. Finally, the course will address several interrelated policy issues of current interest: the role of corporate tax rates in international tax policy; minimum taxes like the recently enacted GILTI rules and proposals for a global minimum tax; and the treatment of the interest deduction in the international context. LAW 105 Federal Income Tax is a prerequisite for this course.

U.S. Tax Policy: Current Topics (2 credits TAX 906)
This course will discuss and analyze U.S. tax policy issues, with a special emphasis on recent tax developments, including the Biden administration’s tax proposals and the Tax Cuts and Jobs Act (most of which took effect in 2018). The course will include discussion and analysis of the policy debates concerning capital gains rates, the corporate tax rate (as compared to tax rates for individuals and for activities conducted through partnerships), real estate investments (including section 1031 like-kind exchanges), tax benefits regarding principal residences, and the estate tax rules (as well as the basis of inherited property). The course will also cover policy debates and issues relating to international tax, including the basic goals of U.S. international tax policy, taxation of intangibles, the relatively new GILTI regime, the concepts of capital import and export neutrality, the problem of income that escapes tax everywhere, hybridity and cross-border arbitrage, coordination between countries, and recent proposals for an international minimum tax on corporations. LAW 105 Federal Income Tax is a prerequisite for this course.

Taxation of Athletes and Entertainers (1 credit, TAX926; Patricia White)
A case study, issue based practical introduction to tax issues and planning questions faced by professional athletes and entertainers. There will be several guest speakers. There will be no exam but there will be a final project and short weekly exercises.

TAX 932 The Digital Economy and International Taxation - National and International Responses (1 credit, TAX 932; Andrew Solomon)

The world economy has significantly changed since the basic structure of international taxation was first established in the 1920’s. That system fundamentally allocated the right to tax to the jurisdictions where a business had located its personnel and tangible assets. Globalization, the increasing economic importance of intellectual property, and the internet have all put in question this allocation. Low-tax jurisdictions now compete with higher-tax jurisdictions as locations for technology and support personnel, and companies can have significant economic presence in a jurisdiction without locating personnel or assets in that jurisdiction. This course will consider the responses of various nations and international organizations to these changes, including the extensive work of the Organisation for Economic Cooperation and Development (the OECD) in this area, various national attempts to tax cross-border “digital transactions” (such as digital services taxes) and the response of the United States to these initiatives. Prerequisites:  Federal Income Tax, International: Inbound. Co-requisite: International: Outbound. JDs may register if they receive permission from the Director.

Tax Issues relating to Cryptocurrency and Blockchain (1 credit TAX 928; Rahul Ranadive)
This course is an introduction to concepts and issues relating to the emerging cryptocurrency industry and the Federal tax policies evolving to provide a taxation framework. We will begin with a general examination of blockchain technology, its specific application to cryptocurrencies, and the wide range of various cryptocurrencies, utility tokens, equity tokens, stable coins and NFTs. This course will discuss and analyze U.S. tax policy issues, as well as how other federal and state agencies are regulating, licensing and taxing cryptocurrencies and cryptocurrency businesses with a special emphasis on recent developments. The course will focus on discussion and analysis of how traditional tax concepts concerning income tax, capital gains, corporate tax, and transfer tax rules are being adapted and applied to cryptocurrency activity. The course also will examine international tax issues, including how other countries are regulating and taxing cryptocurrencies. (Note that the tax policy topics listed above may be modified to allow discussion of any new U.S. tax developments that occur during the semester). LAW 105 Federal Income Tax is a prerequisite for this course and must have received a “B” or better in the course. Open to JD students with the permission of Tax LL.M. Director.

Advanced Individual Tax Issues: Families and Lower Income Tax Payers (1 credit, TAX 907; Joseph Schimmel)
This course will discuss many of the tax issues faced by “the other 98%” of individual U.S. taxpayers. We will address those provisions of the Code directed towards families and lower income taxpayers, including taxation of social security benefits, tip income, the tax treatment of “gig” workers, and other issues of the self-employed. We will discuss cancellation of indebtedness income (including COD in connection with bankruptcy). The course will cover filing status (including heads of households), dependents (the definition of a dependent, why it matters, and which taxpayer can use each dependent to impact the results under particular tax provisions), the earned income tax credit, child tax credit, and other personal credits (eg education credits). We will discuss the “marriage penalty,” the costs and benefits of being “married filing jointly,” and tax treatment of "married filing separately," as well as tax issues related to divorce. LAW 105 Federal Income Tax is a prerequisite for this course. Open to JD students with the permission of Tax LL.M. Director.

Advanced International Tax Planning (1 credit, TAX 920; Jeffrey Rubinger)
The course will cover various cross-border tax planning structures, both in the inbound and outbound contexts. Inbound planning will include a discussion on financing structures, treaty planning, and the use of derivatives in cross-border planning. Outbound planning will include the use of partnerships in international tax planning, a discussion on inversions, and advanced planning with foreign tax credits. LAW 105 Federal Income Tax and TAX 915 International Tax: Inbound and TAX 916  International Tax: Outbound are prerequisites for this course. Prerequisites may be waived at the discretion of the instructor, eg due to work experience. Open to JD students with the permission of Tax LL.M. Director.

Advanced International Inbound (1 credit, TAX 965; Andrew Whitaker)
Miami over the past few years has grown exponentially as a tech hub due to a myriad of factors. Given the mobility of the industry, it provides the perfect case study for a cross-border course focusing on foreign individuals: foreign tech founders moving into Miami. The course will focus on the practical skills key to navigate tax planning when working with two differing sets of rules: U.S. and foreign tax laws. Three partner-level tax practitioners (Brazil, Germany and to be determined) will join as the course works through the key US federal income tax considerations in planning for the movement of a foreign Tech Founder into the U.S. in a pre-liquidity scenario. The course will provide a synopsis of key US federal inbound and outbound tax rules, in conjunction with the practical skills necessary to identify key differences between U.S. and foreign tax law, including a basic review of financial statements and how to model suggested planning. LAW 105 Federal Income Tax, TAX 915 International: Inbound, TAX 946 Federal Wealth Transfer Tax, and TAX 905 Corporate Tax I/ TAX 948 Corporate Tax (or TAX 140 Taxation of Business Entities) are co-requisites. The pre-requisite and co-requisites may be waived by the instructor, eg based on previous coursework or work experience. JDs may enroll if they obtain the permission of the Director.

Tax Policy (1 credit, TAX 962; Rahul Ranadive)
This course will discuss and analyze U.S. tax policy issues. The course will include discussion and analysis of the policy debates concerning capital gains rates, the corporate tax rate (as compared to tax rates for individuals and for activities conducted through partnerships), real estate investments (including section 1031 like-kind exchanges), tax benefits regarding principal residences, and the estate tax rules (as well as the basis of inherited property). The course will also cover policy debates and issues relating to international tax, including the basic goals of U.S. international tax policy, taxation of intangibles, the relatively new GILTI regime, the concepts of capital import and export neutrality, the problem of income that escapes tax everywhere, hybridity and cross-border arbitrage, coordination between countries, and recent proposals for an international minimum tax on corporations. (Note that the tax policy topics listed above may be modified to allow discussion of any new U.S. tax developments that occur during the semester.) Students will be required to write a paper. LAW 105 Federal Income Tax is a prerequisite for this course. 3Ls may enroll if they obtain permission from the Director of the Tax LL.M. Program.

Tax Research and Writing (2 credits, TAX 963)
This course will focus on “practice ready” skills of finding, interpreting, analyzing, and writing about the specialized materials that are unique to tax law. The course will examine how to progress from a tax law research question, through the research process, to a well-written, communicative memo for a supervisor or a client. Students will learn about various tax law sources of authority, such as cases (from the Tax Court and other courts); final, temporary, and proposed tax regulations and their preambles; IRS Rev Rules, Rev Procs, CCAs, TAMs, PLRs, Notices, and other issuances; legislative history; and Tax Treaties and their Technical Explanations. We will discuss the relative weight of authority of all of these sources, and how to use these various sources, in combination, to craft an argument. Students will also focus on how to communicate an analysis of these various sources of tax law in persuasive, professional writing. Students will complete short research assignments. The final course project will require students to research and write two tax law memos in response to the current year’s ABA Tax Section student writing competition. (Entering the competition is optional.) LAW 105 Federal Income Tax is a prerequisite for this course. JDs may register if they obtain the permission of the Director of the Tax LLM program.

Advanced Business Tax Controversy (1 credit, TAX 929; Madeleine Burnette-McGrath)
This course examines a variety of tax controversy topics that affect U.S. businesses. The tax controversy issues discussed in this course are involved in audits and litigation with U.S. businesses of all forms and sizes. Topics for discussion include IRS listed transactions, transfer pricing, micro-captive insurance arrangements, and more. Students will have the opportunity in this course to analyze the issues presented, prepare arguments, and discuss/advise in such a way that a tax practitioner might when faced with the same issues. The individual topics for this course will come from a mix of corporate, partnership, and international tax perspectives. Pre-Reqs: Federal Income Tax, Corporate Tax or Tax of Business Entities Co-Req: Partnership Tax, recommended co-requisite: International: Outbound

Independent Study (TAX 801)
Independent study requires approval by the Director in order to receive credit towards the Tax LL.M. or Taxation of Cross-Border Investment LL.M.  If you are interested in an independent study, you must select a topic, and request that the Director approve an Independent Study on that topic. If approved, you would then need to find an adjunct or faculty member who would agree to supervise and guide you through the writing process. This would also need approval by the director. The paper would need to be at least 25-30 pages for a 2-credit independent study. Once a faculty member or adjunct has agreed to supervise your independent study, and if the Director has approved, then you must work with the supervising faculty member or adjunct and give them enough time to review and provide you with feedback. The faculty member or adjunct must submit the grade 4 weeks after final exams week. The Director recommends working with that in mind to determine your outline and rough drafts timeline. The faculty member or adjunct will be the one who grades the final paper.

This requires Director’s approval. If the student receives the Director’s approval and if the student is accepted into the three or four-credit IRS Externship then all three or four credits can count toward the LL.M. degree.