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

Course Descriptions & Requirements

The LL.M. Degree is 28 course credits, some required and some electives. Candidates for an LL.M. in Taxation of Cross-Border Investment must successfully complete all required courses and sufficient electives for a minimum of 28 credit hours with a 2.50 GPA or better. A student who has not earned at least the minimum required grade point average of 2.5 upon completion of 28 credit hours will not be awarded the LL.M. in Taxation of Cross-Border Investment. A student is not permitted to take extra courses to earn the required minimum grade point average of 2.5.

Concentrations

Students who meet the requirements will have a "Concentration in Taxation of High Net Worth Individuals” noted on their transcripts. Courses that the student audits do not count towards any concentrations, or towards the credits required for the LL.M. degree.

Other than the courses that are required for the LL.M. degree, no course can be counted towards more than one concentration. If a course could otherwise be counted towards more than one concentration, the student can choose which such concentration the course can count towards.

  • Students must complete at least 8 credits of the courses listed below.
  • One required course for our Taxation of Cross-Border Investment LL.M. program – Federal Wealth Transfer Tax (2 credits) - counts towards these 8 credits.
  • Students must also take the course on Representing High Net Worth Individuals (2 credits).
  • Students wishing to obtain the Concentration in Taxation of High Net Worth Individuals must take an additional 4 credits covering specialized topics relating to the taxation of high net worth individuals, beyond the two required courses listed above.
  • Additional courses they can choose from include:
    • Estate Planning (1 credit)
    • Income Tax of Trusts and Estates (3 credits)
    • Federal Criminal Tax Practice (1 credit)
    • Taxation of Executive Compensation (2 credits)
    • Taxation of Athletes and Entertainers (1 credit)
  • Students must obtain a 2.5 GPA or higher for all courses counting toward this concentration.

Other electives may be offered from time to time. Not all electives may be offered every year.

Students who meet the requirements will have a "Concentration in Business Taxation" noted on their transcripts.

  • Students must complete at least 10 credits in business taxation courses in our program.
  • Students must take Corporate Tax (2-3 credits), Partnership Tax (2-3 credits), and Transactions Involving Consolidated Groups (2 credits). These three courses count towards the required 10 credits for this concentration.
  • Students wishing to obtain the Concentration in Business Taxation must take an additional 4 credits covering specialized topics within the Business Taxation field beyond the three required courses listed above.
  • Additional courses they can choose from include:
    • Corporate Tax II (1 credit)
    • Introduction to Financial Instruments (1 credit)
    • Cross-Border Taxation of Financial Instruments (1 credit)
    • Limitations on Loss Utilization (1 credit)
    • Partnership and Property II (1 credit)
    • Tax Accounting (2 credits)
  • Students must obtain a 2.5 GPA or higher for all business tax courses counting toward this concentration.

Other electives may be offered from time to time. Not all electives may be offered every year.

Required Courses

Introduction to the U.S. Legal System (2 credits, LAW 999)
This class is intended to support the study of U.S. tax law by providing an introduction to legal concepts that may differ from those (or not exist) in students’ home country. This course is not to be an exhaustive survey of U.S. law, but focuses on distinctive aspects of the U.S. legal system, with particular emphasis on business and financial concepts.

Introduction to the U.S. Tax System, including Entity Classification (3 credits, TAX 925)
This course introduces the basic concepts of federal income taxation that are the foundation of all other U.S. income tax courses. The course introduces students to the Internal Revenue Code as well as the wide variety of additional guidance materials available to U.S. tax lawyers. Finally, the course provides an introduction to the unusual U.S. rules regarding entity classification.

Taxation of Business Entities (2 credits, TAX 140; Joseph Schimmel) (OR students can instead take BOTH Corporate Tax I and Partnership Tax)
This course is a survey of the most important features of the federal income taxation of regular tax ("C") corporations, Subchapter S corporations, and tax partnerships. In each case, the course looks at how they are taxed from cradle to grave. The tax treatment of the formation of the entity is considered. Then, the taxation of business operations to the entity and to the equity owners is reviewed. The tax consequences of non-liquidating distributions to the owners (including redemptions of ownership interests) is a focus. Sales of equity interests present important tax concerns. Mergers and acquisitions are looked at in a broad-brush fashion. Finally, liquidations, both of individual ownership interests and of the entire entity, are evaluated.

International: Inbound (2 credits, TAX 915; Michael Bruno/ Keith Hagan)
This course analyzes the taxation of foreign persons in the United States, including taxation of United States real property interests and withholding on the disposition or acquisition of business interests in the United States; related issues such as choice of entity and sales of goods imported into the United States; and pre-immigration tax planning strategies.

International: Outbound (2 credits, TAX 916; Jeffrey Rubinger)
This course examines the income taxation of investments made outside the United States by U.S. persons, including investments in controlled foreign corporations and passive foreign investment companies; the foreign tax credit provisions; foreign derived intangible income; and cross-border reorganizations. Federal Income Tax and International: Inbound are prerequisites for this course. Corporate Tax OR Corporate Tax I and Partnership Tax are recommended before taking this course.

Income Tax Treaties (1 or 2 credits, TAX 973)
This course focuses on the analysis and interpretation of the typical provisions of bilateral tax treaties. It does so on the basis of the OECD and UN Model Tax Conventions and in the light of the U.S. Model Income Tax Convention. The course discusses common planning methods utilizing tax treaties, as well as common anti-abuse rules found in these treaties.

Federal Wealth Transfer Tax (2 credits, TAX 946; Nichole Scott)
This course examines federal estate, gift and generation skipping transfer taxes; property included in the gross estate, including prior transfers with retained powers and interests, property subject to powers of appointment, life insurance, annuities, and jointly owned property; valuation; expenses; marital deduction; and definition of taxable gifts, including transfers in revocable and irrevocable trusts, and gifts to minors.

Property Transactions (1 credit, TAX 949; Sergio Garcia-Pages)
The aim of this course is to provide students with a graduate level understanding of the rules and principles relating to the federal income tax consequences of property transactions involving borrowings, sales, gifts and inheritances. Topics covered include when income is "realized" in property exchanges in kind, what is a "sale," what is a "disposition," what are the different "cost basis" rules, how non-recourse and recourse indebtedness affect the realization and amount of gain or loss, character of gain or loss as capital or ordinary, selective statutory provisions that limit the use of losses realized or change the character of gain realized from capital to ordinary in transactions between related parties, and statutory limitations on methods of accounting. These issues will be explored through analysis of materials, problems and class discussions in which students are encouraged to actively participate without inhibition. The rules and principles covered in this course are the predicate for understanding partnership and corporate income taxation.

Elective Courses

Below is a list of courses regularly offered by the Graduate Tax Program. Not every course is offered every year.

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  • Representing High Net Worth Individuals

    Representing High Net Worth Individuals (2 credits, 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:  Property Transactions, either Taxation of Business Entities OR both Corporate Tax and Partnership Tax, Taxation of Trusts and Estates, Federal Wealth Transfer Tax, International: Inbound, International: Outbound. Note: If they receive the permission of the Director, students who are planning to graduate at the end of this Spring 2023 semester can take the following courses as co-requisites rather than pre-requisites: Partnership Tax, Taxation of Trusts and Estates, International: Outbound.

  • Federal Tax Procedure

    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).

  • Income Taxation of Trusts and Estates

    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

    Estate Planning (1 credit, TAX 958; Christopher Boyett)
    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 Instruments

    Introduction to Financial Instruments (1 credit, TAX 984; Jeffrey Maddrey)
    Financial instruments 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. Corporate Tax is a prerequisite.

  • Taxation of Global Shipping Operations

    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.

  • International Transactions: Europe

    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. No mandatory prerequisites would be needed, but we recommend having had, or having simultaneously, International: Inbound and International: Outbound.

  • International Transactions: Latin America

    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. International: Inbound and Corporate Tax or Corporate Tax I are prerequisites for this course. International: Outbound is a corequisite for this course.

  • Tax Accounting

    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.

  • Federal Criminal Tax Practice

    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.

  • Introduction to U.S. International Tax Policy

    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.

  • U.S. Tax Policy: Current Topics

    U.S. Tax Policy: Current Topics (2 credits TAX 906; Rebecca Rosenberg)
    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.

  • Taxation of Athletes and Entertainers

    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.

  • New International Tax Consensus: OECD's "Pillar One" and "Pillar Two" Proposals

    New International Tax Consensus: OECD's "Pillar One" and "Pillar Two" Proposals (1 credit TAX 932; Andrew Solomon)
    The course description is as follows: In October 2021, the United States and 135 other countries, representing more than 94% of global GDP, agreed upon a so-called "Two-Pillar Solution” to address cross-border tax issues arising from the “digitalization” of the global economy. It is expected that, if and when implemented, the changes required by the agreement will fundamentally transform the international tax landscape. This course will consider the agreement that was reached and the changes that will be required (and have been proposed) in the United States to implement this agreement. TAX 916 International: Outbound is a corequisite for this course. Open to JD students with the permission of Tax LL.M. Director.

  • Tax Issues relating to Cryptocurrency and Blockchain

    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

    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. Open to JD students with the permission of Tax LL.M. Director.

  • Advanced International Tax Planning

    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. International Tax: Inbound and International Tax: Outbound are prerequisites for this course. Prerequisites may be waived at the discretion of the instructor, eg due to work experience.

  • Tax Issues Relating to Movement of Foreign Tech Founders into Miami in the 21st Century

    Tax Issues Relating to Movement of Foreign Tech Founders into Miami in the 21st Century (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. International: Inbound, Federal Wealth Transfer Tax, and Corporate Tax I/ Corporate Tax (or 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

    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. 3Ls may enroll if they obtain permission from the Director of the Tax LL.M. Program.

  • Tax Research and Writing

    Tax Research and Writing (2 credits, TAX 963; Rebecca Rosenberg)
    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.) JDs may register if they obtain the permission of the Director of the Tax LLM program.