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The Graduate Tax Program
University of San Diego
School of Law
The Graduate Tax Program at the
University of San Diego School of Law
provides students with the theoretical
and practical framework to become
skilled leaders in the field of tax law.
The strong core of distinguished full-time and adjunct faculty offering a great range
of courses and clinical training in one of the most beautiful cities in the world attracts
top students from across the nation and around the globe. For more than twenty-
five years our graduates have known first hand the quality of our program. Now,
for a second year in a row, the University of San Diego School of Law’s tax faculty
has received national recognition by being ranked first in the western United States
among faculties with graduate tax programs by U.S. News and World Report.
The University of San Diego is proud to
welcome a number of distinguished visi-
tors to its program each year. Renowned
tax academic and practitioner M. Carr
Ferguson has been an annual visitor since
1995 and, since 2002, has served also
as the executive advisor to the Graduate
                                              “I have been a professor of law
Tax Program. In addition to his teaching      since 1961, teaching full time at
career, Professor Ferguson served as chair    other schools, principally NYU.
                                              I knew of the USD Graduate
of the American Bar Association Section       Tax Program long before I was
on Taxation and as senior counsel to Davis,   invited to join the visiting faculty
                                              here a decade ago. Its faculty
Polk & Wardwell’s Tax Department. Most        members and adjunct professors
notably, Professor Ferguson served as the     bring a wealth of knowledge and
                                              experience to the classroom,
assistant attorney general of the United      setting high standards of intellec-
States in charge of the U.S. Department       tual rigor and providing students
                                              with a deep knowledge of tax
of Justice Tax Division.                      law. In the ten years I have been
                                              privileged to be part of the
                                              University of San Diego, I believe
                                              that its course work and stu-
                                              dents are the equal of any and
                                              the envy of many such programs
                                              around the country.”

                                              —M. CARR FERGUSON,
                                              Executive Advisor and
                                              Visiting Professor of Law,
                                              Graduate Tax Program
KAREN C. BURKE                                       M. CARR FERGUSON                              HON. DAVID LARO
Warren Distinguished                                 Visiting Professor of Law                     Visiting Professor of Law
Professor of Law                                     and Executive Advisor to the                  B.A. 1964, University of Michigan;
B.A. 1972, Smith College;                            Graduate Tax Program                          J.D. 1967, University of Illinois;
M.A. 1975, Ph.D. 1979, Harvard University;           A.B. 1952, J.D. 1954,                         LL.M. 1970, New York University
J.D. 1982, Stanford University;                      Cornell University;                           The Hon. David Laro has served on the
LL.M. 1985, Boston University                        LL.M. 1960, New York University               U.S. Tax Court since 1992, after practicing
After graduating from Stanford Law School,           M. Carr Ferguson is a senior counsel and      law in Flint and Ann Arbor, Michigan. He
Karen C. Burke clerked for The Honorable             retired partner at Davis Polk & Wardwell,     was a regent of the University of Michigan,
Robert E. Keeton of the U.S. District Court          where his practice concentrated on federal    a member of the State Board of Education
for the District of Massachusetts, practiced         and international taxation of corporations    in Michigan and chairman of the State
law with Sullivan & Worcester in Boston,             and individuals, principally in the areas     Tenure Commission in Michigan. He teaches
and was the Dorsey & Whitney Professor               of business transactions, including sales,    Business Planning at Georgetown University
of Law at the University of Minnesota                acquisitions, financing and insolvency        Law Center. Through a U.S. Agency for
Law School. Professor Burke teaches and              arrangements. He also served as a trial       International Development project, Judge
writes primarily in the area of federal              attorney and special assistant to the U.S.    Laro was a consultant on Russian tax reform
income taxation. She is a member of the              attorney general in the Tax Division;         and is a commentator for the American Bar
American Law Institute and has served as a           a professor of law at the University of       Association’s Central and East European Law
consultant to the American Law Institute             Iowa and New York University; a visiting      Initiative on the draft laws of Uzbekistan,
Federal Income Tax Project-Taxation of               professor of law at Stanford University;      Kazakhstan, Slovakia and Ukraine. Some
Private Business Enterprises.                        and as the U.S. assistant attorney general    of his most notable cases include Simon
                                                     in charge of the Tax Division of the          (depreciation of antique musical instrument),
                                                     Department of Justice. Professor Ferguson     Mandelbaum (lack of marketability
                                                     is the author of several books and articles   discount), Wal-Mart (inventory shrinkage),
                                                     on aspects of federal taxation.               ACM Partnership (corporate tax shelter),
                                                                                                   Norwest (capitalization of salaries) and
                                                                                                   Osteopathic Medical (accounting method)
                                                                                                   and BankOne (derivatives).

                           T H E G R A D UAT E TA X P R O G R A M   2   UNIVERSITY OF SAN DIEGO SCHOOL OF LAW
HERBERT I . LAZEROW                                  DENNIS LILLY                                   GRAYSON M.P. MCCOUCH
Professor of Law                                     Visiting Professor of Law                      Professor of Law
A.B. 1960, University of Pennsylvania;               B.S. 1964, Georgetown University;              A.B. 1979, Harvard University;
J.D. 1963, Harvard University;                       LL.B. 1967, University of Virginia;            J.D. 1982, Stanford University;
LL.M. 1964, George Washington                        LL.M. 1973, New York University                LL.M. 1990, Boston University
University; D.E.S.S. 1982,                           Dennis Lilly was a teaching assistant at       Before joining the USD law faculty,
University of Paris I                                the Columbus School of Law at Catholic         Grayson M.P. McCouch was a professor
Herbert I. Lazerow has taught at USD                 University of America before becoming          at the University of Miami School of Law.
since 1967 and has been director of the              a law clerk to The Honorable Edmund            He clerked for Judge Hugh Bownes of
Institute on International and Comparative           L. Palmieri of the U.S. District Court         the U.S. Court of Appeals for the First
Law since 1973. He has written extensively           for the Southern District of New York.         Circuit and practiced law with firms in
on U.S. and international tax law in English         He joined USD after holding a tenured          Boston and Minneapolis. Professor
and French and also teaches property,                appointment at Santa Clara University          McCouch was a research fellow at the
international business transactions and art          School of Law for more than a quarter-         European University Institute in Florence,
law. Among his publications are a book on            century. His specialties include federal       Italy, and at the Max Planck Institute in
income tax treaties and an introduction to           taxation, business organization and finance,   Munich, Germany. He teaches and writes
U.S. tax law. Professor Lazerow was editor-          international business, tax planning, and      in the areas of wills, trusts and taxation,
in-chief of the International Tax Journal,           trusts and estates planning. Professor         and he is coauthor of several books on
chair of the San Diego Mayor’s Social                Lilly is a member of the bars of Virginia,     estate planning and taxation. Professor
Science Advisory Committee and a visiting            New York and California.                       McCouch is a member of the American
professor at the University of Paris X                                                              Law Institute.
Nanterre. He is a member of the American
Law Institute.

                           T H E G R A D UAT E TA X P R O G R A M   3   UNIVERSITY OF SAN DIEGO SCHOOL OF LAW
            “The University of San Diego School of Law Graduate Tax Program presents a
            unique opportunity to study with nationally recognized, outstanding faculty in
            an idyllic Southern California setting. I find the program incorporates the optimal
            balance of technical and intellectual training. From the detailed corporate
            accounting rules to overarching policy considerations, the USD faculty challenge
            students to strive for the highest ethical standards in their practice of law.”

            —ANDREW BRYANT,
            LL.M. 2004
            Stoel Rives, LL.P., Seattle, Washington

RICHARD C. PUGH                                      VIRGINIA V. SHUE                               LESTER B. SNYDER
Distinguished Professor of Law                       Professor of Law                               Professor of Law
A.B. 1951, Dartmouth College;                        and Associate Dean                             B.S. 1951, Syracuse University;
B.A. 1953, Oxford University;                        B.A. 1964, Stanford University;                J.D. 1956, Boston University;
J.D. 1958, Columbia University                       J.D. 1972, University of San Diego             LL.M. 1961, Columbia University
Richard C. Pugh was a Rhodes Scholar, a              Virginia V. Shue is a summa cum laude          Lester B. Snyder practiced law in Massa-
professor of law at Columbia University,             graduate of the School of Law and was          chusetts and Connecticut and was on the
a U.S. deputy assistant attorney general             notes and comments editor of the San Diego     faculty of the University of Connecticut
(Tax Division) and a senior partner of               Law Review. She practiced law with the         (attaining emeritus status in 1983) before
the international firm of Cleary, Gottlieb,          predecessor to DLA Piper Rudnick Gray          coming to USD. He served as director of
Steen & Hamilton in New York. He joined              Cary in San Diego before joining the faculty   the Law School’s Graduate Tax Program
the USD law faculty in 1989 and teaches              in 1977. Professor Shue teaches primarily      from 1983 to 1989. He was a visiting pro-
and writes in the areas of corporate tax,            in the areas of tax, and trusts and estates.   fessor at Boston University and NYU and
international tax, international law and             Among her publications are the treatise        was a professor-in-residence in the Tax
international criminal law and human                 Fundamentals of Computer-High Technology       Division of the U.S. Department of Justice.
rights. Professor Pugh is coauthor of the            Law (American Law Institute) and State         He is the founding editor-in-chief of The
course books International Law, Taxation             Computer Law: Commentary/Cases/Statutes        Journal of Real Estate Taxation. Professor
of International Transactions and Taxation           (West Group) (with J. Vergari). She is a       Snyder created and chaired highly regarded
of Business Enterprises (West Group). He             member of the American Law Institute.          national tax conferences in 1985 and in
serves on the editorial advisory boards of                                                          1999. He is completing the book, Double
the American Oxonian and the International                                                          Take—Unequal Taxation of Equals. Professor
Tax Journal, and is a fellow of the American                                                        Snyder received the 2003 Bernard E. Witkin
College of Tax Counsel and a member of                                                              Award for academic excellence from the
the American Law Institute.                                                                         San Diego Law Library Justice Association,
                                                                                                    and was re-elected to the Academic Advisory
                                                                                                    Board of the Tannenwald Foundation for
                                                                                                    Excellence in Tax Scholarship. He is regard-
                                                                                                    ed as an authority on federal tax policy.

                          T H E G R A D UAT E TA X P R O G R A M   4     UNIVERSITY OF SAN DIEGO SCHOOL OF LAW
               Tax Academics and IRS Officials
               Discuss Cross-Border Issues
               at the University of San Diego
               Procopio International Tax Institute

                                                                               Richard Pugh, distin-
                                                                               guished professor of
                                                                               law, USD; IRS Chief
                                                                               Counsel (International)
                                                                               Hal Hicks, Esq.; Rufus
                                                                               von Thielen Rhodes,
                                                                               Esq.; and Reuven Avi-
                                                                               Yonah, Irwin I. Cohn
                                                                               Professor of Law,
                                                                               University of Michigan,
                                                                               discuss the American
                                                                               Jobs Creation Act.

               In January 2005, the School of Law               of the University of San Diego law
               hosted the first conference to bring             faculty, including former Dean Daniel
               together top United States and Mexican           Rodriguez and Professors Richard Pugh,
               international tax experts, drawing more          Bert Lazerow, M. Carr Ferguson, Jorge
               than 120 tax attorneys from both coun-           Vargas, Karen Burke, Hon. David Laro,
               tries. The U.S.-Mexico International Tax         Richard Shaw and Dennis Lilly, spoke at
               Update—co-sponsored by the law school,           the conference. Other featured speakers
               the law firm Procopio, Cory, Hargreaves          included Professor Reuven Avi-Yonah
               & Savitch LLP, Bank of America, and the          (University of Michigan); Lic. Alfredo
               State Bar of California Taxation Section-        Gutierrez Ortiz Mena, chief counsel of
               International Tax Committee—featured             the Mexican Tax Administration Service;
               preeminent tax advisors discussing the           Jeffrey Davidow, immediate past U.S.
               newly-enacted American Jobs Creation             ambassador to Mexico; and Patrick W.
               Act of 2004 as well as the latest Mexican        Martin, immediate past chair of the
               international tax reforms. Harry (Hal)           State Bar of California Taxation Section,
               J. Hicks, chief international counsel at         International Tax Committee.
               the Internal Revenue Service, was the
               keynote speaker. In addition, members

                  Adjunct Fa
B.S. 1963, University of Kansas;
J.D. 1966, Georgetown University
A certified tax specialist, Peter G. Aylward
                                                       analysis. He has been qualified as a financial
                                                       expert witness in federal and California courts
                                                       more than 200 times in the last 25 years. He has
                                                       coauthored three books and many articles relat-
                                                                                                              is a diplomat of the American Board of
                                                                                                              Forensic Accounting; and is also a Fellow
                                                                                                              of the American College of Tax Counsel.

served as partner in several large law firms           ing to financial and economic issues in litigation     GORDON L. GIDLUND
(including Kirkland & Ellis LLP) between 1966          and the economist’s role in litigation support         B.A. 1977, University of Wisconsin;
and 1987. In 1987, he founded Strategic                services. Professor Brinig has been active in devel-   J.D. 1984, University of Minnesota
Property Advisors, Inc. (S.P.A.), an independent,      oping and presenting continuing professional           Gordon L. Gidlund has served in the IRS
SEC-registered investment advisory firm that           education courses for both attorneys and CPAs.         Office of Chief Counsel since 1984. Previously,
provides real estate asset management services                                                                he was a trial attorney in the U.S. Tax Court, a
and financial investment advisory services to          RICHARD CARPENTER                                      special assistant U.S. attorney representing the
more than 30 institutional clients (including          B.B.A. 1975, City University of New York;              IRS in Bankruptcy Court, and assistant district
14 Taft-Hartley trusts). His law firm, Aylward         M.S. 1977, Long Island University;                     counsel and associate area counsel to the IRS.
& Aylward, LLP, provides tax, business and real        J.D. 1984, University of San Diego                     He previously taught federal tax procedure at
estate services to several large clients. Professor    Richard Carpenter is certified as a specialist in      the University of Minnesota Law School and
Aylward specializes in the formation planning          taxation law by the State Bar of California and        the William Mitchell College of Law.
aspects of public and private real estate invest-      is a Certified Public Accountant. He is current-
ment trusts (REITs) and other complex real             ly in private practice in San Diego, specializing      ANN HARRIS
estate/business matters.                               in civil and criminal tax controversy matters,         J.D. 1980, University of San Diego;
                                                       and was named one of the top attorneys in San          LL.M. 1981, Boston University
R. ANTHONY BAUMAN                                      Diego County by The Daily Transcript in                Ann Harris teaches income taxation of trusts
B.A. 1978, University of Akron;                        2005. He currently serves as vice chair of the         and estates, and federal estate and gift taxation.
J.D. 1981, Thomas Jefferson School of Law;             Taxation Section of the State Bar of California,       Previously, she was an instructor of federal
LL.M. 1999, University of San Diego                    which has more than 3,000 members. Professor           income taxation and federal estate and gift taxa-
R. Anthony Bauman is in private practice in San        Carpenter is the director of the University of         tion for American College CLU classes. She is a
Diego and specializes in taxation, including liti-     San Diego Tax Clinic and teaches tax litigation        continuing co-author of the CEB Action Guide,
gation and trials of tax controversies and business    and tax fraud. He has authored numerous pub-           Handling Post-Mortem Trust Administration:
torts. He has authored many published articles         lished articles on tax controversy matters and is      A Checklist, and a contributing writer to CEB’s
including: Are You Responsible for Someone             the editor of California Tax Lawyer.                   California Trust Administration. She has
Else’s Taxes?; Tax Tips for Travel; The Choice                                                                authored Stock Option Plans After Tax Reform,
of Business Entity—An Important Decision for           PAUL DOSTART                                           two chapters for CEB’s Drafting Irrevocable
Your Business; Understanding How the FTB’s             B.S. 1973, Iowa State University;                      Trust (summaries of fiduciary income taxation
Legal Division Works—A Visit With FTB                  J.D. 1977, University of Houston;                      and estate and gift taxation) and two chapters
Chief Counsel John B. Williams; Understand-            LL.M. 1978, New York University                        for Bancroft-Whitney California Transactions
ing How The IRS’s Chief Counsel Works—                 Paul Dostart is a partner at Dostart Clapp &           Forms—Estate Planning on planning for
A Visit With IRS Chief Counsel B. John                 Coveney, LLP, where he focuses on taxation,            business owners and charitable trusts.
Williams; and Understanding How The U.S.               executive compensation, corporate law, strate-
Department of Justice Works—A Visit With               gic planning and tax litigation. He is a former        PHILLIP L. JELSMA
Assistant Attorney General Eileen J. O’Conner.         chair of the San Diego County Bar Association          B.S. 1979, University of Southern California;
                                                       Taxation Law Section and of its Customs Law            J.D. 1986, Stanford University
BRIAN P. BRINIG                                        Section; a member of the American Institute of         Phillip L. Jelsma is a tax partner with Luce,
B.S.B.A. 1974, Georgetown School of                    Certified Public Accountants, the San Diego            Forward, Hamilton & Scripps LLP in San
Business; J.D. 1979, University of San Diego           Tax Practitioners Club and the State Bar of            Diego, where he practices in corporate, limited
Brian P. Brinig is both an attorney and a CPA          Texas; is active in the Business Law Section and       liability company and partnership income tax
who limits his professional practice to business       the Taxation Law Section of the State Bar of           planning with an emphasis on mergers and
valuation, damages analysis and economic loss          California and the American Bar Association;           acquisitions. Professor Jelsma also has experi-

                             T H E G R A D UAT E TA X P R O G R A M   6     UNIVERSITY OF SAN DIEGO SCHOOL OF LAW
 ence in real estate transactions, syndications,
 nonprofit corporations and international tax
 planning. His prior experience includes tax
 manager at Arthur Young & Company and
 member of the Executive Committee of the
 Taxation Section of the State Bar of California.
 He is an active participant in ABA tax subcom-                 RICHARD A. SHAW
 mittees and is the author of several tax articles.             Distinguished Adjunct Professor of Law
                                                                B.S. 1959, University of Oregon;
 SUSAN KEISER                                                   J.D., LL.M. 1963, New York University
 J.D. 1984, University of San Diego;
 LL.M. 1990, Georgetown University
 Susan Keiser is a sole practitioner specializing               Richard A. Shaw is a nationally recognized business and tax lawyer. He was
 in appellate and tax law. She has had her own                  the 2003-2004 chair of the American Bar Association Section of Taxation
 practice since 1995. She served with the U.S.                  and served as President of the ABA Retirement Association during 2002-
 Navy Judge Advocate General’s Corps from                       2003. Professor Shaw previously served three years as vice chair of the
 1984 to 1990, litigating at trial and appellate                ABA Section of Taxation, responsible for professional services throughout
 levels, and was a special assistant U.S. attorney.             the United States, and for six years has served on its governing council. He
 From 1988 to 1990, Professor Keiser also                       has been chair of the ABA Committee on S Corporations and has testified
 taught trial techniques and advocacy at the
                                                                before Congress on corporate tax reform.
 U.S. Department of Justice, Legal Education
                                                                    Professor Shaw has been chair of the California Bar Tax Section, Western
 Institute. She was a member of the San Diego
                                                                Region Tax Bar Association, and the San Diego County Bar Association
 law firm Seltzer Caplan Wilkins & McMahon
                                                                Business Law Section. He has been twice recognized by the State Bar of
 from 1990 to 1995, where she specialized in
 complex civil litigation.                                      California, receiving the V. Judson Klein Award for outstanding tax service
                                                                in California in 1985 and the Joanne M. Garvey Award for distinguished
 DAVID P. WOLDS                                                 lifetime service to the tax profession in 2004. He also received the
 B.S. 1970, Central Michigan University;                        “American Bar Association Tax Section Distinguished Service Award” in
 J.D. 1974, University of Southern California                   1994. Professor Shaw is the regent for the Ninth Circuit in the American
 David Wolds is a partner in the firm of                        College of Tax Counsel, a fellow of the American Bar Foundation, and an
 Procopio, Cory, Hargreaves & Savitch LLP,                      ex-officio trustee of the American Tax Policy Institute.
 practicing in the areas of labor and employ-                       Since 1978, Professor Shaw has lectured as a distinguished adjunct pro-
 ment, and employee benefits. He teaches in
                                                                fessor in advanced business planning and advanced corporate tax planning
 the areas of employee benefits and deferred
                                                                at the University of San Diego School of Law. He also lectures nationally on
 compensation. Prior to joining Procopio, he
                                                                business and tax subjects and has chaired numerous programs at national
 was an incorporator in the San Diego law firm
                                                                institutes, such as the American Bar Association, ALI-ABA, New York
 of Merrill, Schultz & Wolds, Ltd. and a part-
 ner at Donaldson & Kiel in Seattle. Wolds is                   University, University of Southern California and National PBS. He has
 a member of the International Foundation of                    published articles in many national publications such as The Tax Lawyer,
 Employee Benefit Plans and the Labor and                       Journal of Taxation, Major Tax Planning, and the Tax Law Review. He is
 Employment Law Section of the State Bar                        currently an editor of Business Entities (WGL/RIA), and has previously
 of California. Professor Wolds is admitted to                  been an editor of the Federal Bar Journal, Oregon Law Review, The Tax
 practice in the states of Michigan, Washington                 Lawyer, and the Journal on S Corporation Taxation. He is an Advisory
 and California.                                                Board member and chairs programs for the NYU Tax Institute on Federal
                                                                Taxation. Professor Shaw is listed in Who’s Who in American Law, Who’s
                                                                Who in America, Who’s Who in the World and The Best Lawyers in America.

                               T H E G R A D UAT E TA X P R O G R A M   7   UNIVERSITY OF SAN DIEGO SCHOOL OF LAW
  Graduate Tax
                                                  Graduate Tax Program office for
                                                  planning and advice.
                                                                                             program upon successful completion
                                                                                             of the 10 credits.
                                                  THE DIPLOMA
Increasingly required by employers,
                                                  I N TA X AT I O N                          SUMMARY
the LL.M. in Taxation prepares stu-
dents for the private practice of tax
                                                  Attorneys seeking a shorter program        OF DEGREE
                                                  of study or attorneys with no tax
law, in-house counsel positions, posi-
tions in the tax departments of busi-
                                                  background seeking an opportunity          REQUIREMENTS
                                                  to transition to the LL.M. in Taxation     To receive the LL.M. in Taxation,
nesses or allied professions, as well as
                                                  program may choose the Diploma in          a candidate must successfully com-
academia. Through intensive study,
                                                  Taxation program. Candidates for this      plete 24 credits of graduate tax course
students acquire a broad range of
                                                  certificate program must complete          work, including the four required
knowledge and skill sets in various
                                                  10 credit hours of course work from        courses. Candidates will not receive
tax areas. In addition, students gain
                                                  the LL.M. in Taxation curriculum.          credit for taking courses substantially
a deep understanding of the policies
                                                  Diploma candidates may apply to            similar to those completed prior to
forming the basis of our tax laws and
                                                  transfer to the LL.M. in Taxation          LL.M. candidacy.
are able to analyze the various propos-
als for tax reform and their correlation
with current tax laws.                              The Pardee Legal Research Center
T H E J. D. /                                       The Pardee Legal Research Center at      services. The RIA Checkpoint tax
LL.M. PROGRAM                                       the School of Law offers a full range    database is an authoritative tax
The University of San Diego School                  of electronic and traditional services   research tool providing centralized
of Law offers J.D. students the unique              to students and faculty. Among all       access to the full text of federal and
opportunity to earn an LL.M. in                     law libraries at ABA-accredited          state tax and estate laws, regulations,
Taxation in just one additional semes-              schools, USD is in the top one-third     rulings and cases, as well as expert
ter after they complete their J.D.                  based on collection size and is num-     editorial analysis, practitioner
degree. Up to 12 credits of University              ber 15 in the nation based on title      insights in treatises and journals,
of San Diego School of Law graduate                 count. The library added its             and tax-related news. Similarly, the
tax courses (excludes Tax I) taken as               500,000th volume in 2002.                online CCH Tax Library offers com-
a J.D. within 20 months of enrolling                   The Legal Research Center has a       prehensive state and federal tax
in the Graduate Tax Program may be                  comprehensive tax collection consist-    resources along with expert practice
applied toward the LL.M. in Taxation.               ing of primary and secondary legal       materials and updates on tax law
This option is also available to stu-               materials, including the Internal        developments. Lawyer-librarians help
dents from other law schools who                    Revenue Code, the Internal Revenue       to familiarize students and faculty
are admitted to the Graduate Tax                    Cumulative Bulletin, looseleaf serv-     with the Legal Research Center’s
Program and enroll as visitors at USD               ices, journals, and treatises.           array of resources in the tax field
for their third year. Students consider-               The law school community also         and offer tax research assistance.
ing this option should contact the                  has access to two online research

                       T H E G R A D UAT E TA X P R O G R A M   8   UNIVERSITY OF SAN DIEGO SCHOOL OF LAW
R EQ U I R E D CO U R S ES                             points of view and the emphasis is always
                                                       on problem solving and choosing between
Tax I (Federal Income Tax): An
                                                       possible solutions.
understanding of the basic principles of fed-
eral income tax, including gross income,               Advanced Corporate Tax Problems:
deductions, tax accounting, capital transac-           A series of planning and structural problems
tions and income shifting.                             involving advanced issues in corporate taxa-
                                                       tion are discussed. The topics covered
Tax II (Corporate Tax): A study of
                                                       include advanced corporate asset disposition
the basic concepts of federal income taxa-             and distribution problems; redemptions;
tion of C corporations and their sharehold-            stock transfers and dividends; collapsible cor-
ers, including organization of corporations;           porations; accumulated earnings tax; person-
cash and stock dividends; redemptions of               al holding companies; and S corporations.
stock; partial and complete liquidations;
sales of corporate businesses and reorganiza-          Corporate Reorganizations: The tax
tions. Taxation of corporations is compared            treatment of corporations and shareholders
                                                       in corporate acquisitive reorganizations, sin-    “I started my legal career as a
with taxation of partnerships, limited liabili-
                                                       gle corporation reorganizations and corpo-        transactional attorney and found
ty companies and S corporations.
                                                       rate divisions, including carryovers.             tax issues touched every matter.
Tax Policy: A focus on selected areas of                                                                 I felt I needed to deepen my
tax reform to promote a better understanding           ERISA and Employee Benefit
                                                                                                         understanding and learn to keep
of the rationale for several areas of current tax      Plans: The types of qualified retirement
                                                                                                         pace with this important and
law. The assigned material includes law                plans as well as a detailed discussion of
                                                       funding requirements and plan qualification       constantly changing area of the
review articles and excerpts from the most
                                                       procedures. The course focuses on tax issues      law. My tax LL.M. adds a whole
recent tax legislation enacted by Congress.
                                                       related to the deductibility of contributions     new dimension to my practice
Tax Research and Communications:                                                                         and allows me to serve my
                                                       and the taxation of distributions from quali-
An intensive examination of federal tax                fied employee pension benefit plans. The          clients more fully. I enjoy greater
research techniques, including an evaluation           applicability of federal securities laws to       flexibility and see opportunities
of legislative history and administrative              employee benefits also are considered.            to shape my career along new
authorities. Students are required to research
                                                       Estate Planning: The study of estate              paths.”
and prepare complex tax documents such as
protests, opinion letters, memoranda of law            planning brings together in a practical,          —MICHELLE FISCHBEIN,
and Tax Court petitions.                               planning-oriented approach the knowledge
                                                                                                         LL.M. 2004
                                                       gained from many courses to assist prospec-
                                                                                                         The Bush Firm, APC, Irvine, CA
                                                       tive lawyers in advising their clients how
                                                       to arrange the most effective disposition
Advanced Business Planning:                            of their capital and income. The income
A series of planning problems dealing with             taxation of trusts and estates, the revocable
critical events in the life of a corporation           trust, and the marital deduction are
(formation, recapitalization, redemption,              reviewed in detail. Differences between
reorganization, etc.). Each is viewed from             planning with separate property and com-
both the corporate law and the tax law                 munity property are considered.

                            T H E G R A D UAT E TA X P R O G R A M   9    UNIVERSITY OF SAN DIEGO SCHOOL OF LAW
The Tax Clinic Helps the Innocent
             The University of San Diego’s Tax Clinic had an extraordinary victory last year when the IRS granted innocent
             spouse relief to a mother with limited English skills who worked at a local laundry to support her five children.
             Five years ago, after her husband left her, the IRS told her she was responsible for more than $500,000 in back
             taxes and penalties. The Tax Clinic took on her case only to have the IRS deny the initial innocent spouse
             claim and subsequent appeal. However, the clinic’s persistence in pursuing relief paid off. Twenty four days
             before the trial date, the U.S. Tax Court granted the mother’s petition, clearing her of the entire balance.
             Clinic Director Richard Carpenter notes: “The Tax Clinic worked on this case for almost three years; thus,
             each semester, a different student was assigned to it. It was a great learning experience for all of them, teaching
             them not to give up when the initial IRS results made the fight even harder.”

Federal Taxation of Wealth                            utable net income; distribution deductions       diction; rules relating to the source of
Transfers: The statutory, judicial and                for simple and complex trusts and estates;       income and deductions; the foreign tax
administrative material dealing with the fed-         grantor trusts; income in respect of a dece-     credit; Section 482 and transfer pricing; for-
eral estate, gift and generation-skipping trans-      dent; and throwback rules.                       eign currency translations; international
fer taxes and the impact of these taxes upon                                                           double taxation treaties; and an introduc-
                                                      International Taxation: The principles
various types of inter vivos and testamentary                                                          tion to controlled foreign corporations.
                                                      relating to the taxation of foreign persons
dispositions of property are examined.
                                                      (individuals as well as legal entities) by the   International Tax Planning: U.S. and
Federal Tax Procedure: The adminis-                   United States and the U.S. taxation of           selected foreign tax consequences and inter-
trative procedures with reference to the              income received by U.S. individuals and          national tax and business planning aspects
audit of tax returns; information-gathering;          entities from activities abroad. Topics          of doing business abroad in a variety of
practice before the IRS; pre-litigation               include principles of international tax juris-   ways, including exporting, licensing and
administrative procedures; U.S. Tax Court
litigation and rules of practice; settlement
procedures and trial strategies; tax refund
litigation, including preparation of claims
for refund, jurisdictional prerequisites and
strategies; preparation of ruling requests;
offers in compromise; collection; penalties
and interest; and criminal tax investigations.

Finance and Accounting for
Lawyers: Understanding and analyzing
financial statements, basic business valuation
techniques and their importance in litigation
matters, economic damages calculations
(both personal injury and business damages),
and concepts of present value. Under-
standing these financial concepts is critical to
lawyers who encounter them daily in their
practices. (The course is designed for the
student who does not have a sophisticated
background in accounting or finance).

Income Taxation of Trusts and
Estates: The federal income taxation of
trusts, estates and their beneficiaries; distrib-

                           T H E G R A D UAT E TA X P R O G R A M   1 0   UNIVERSITY OF SAN DIEGO SCHOOL OF LAW
direct investment through branches or sub-             State and Local Taxation: The nature
sidiaries, as well as joint ventures with par-         and purpose of state taxation and the federal
ticipation by local country investors. Topics          constitutional limitations on state taxation
include the role of double tax treaties; con-          with emphasis on the California taxation
trolled foreign corporations; the limitations          system, including California personal
on the U.S. foreign tax credit and issues in           income, franchise, property, sales, use
international transfer pricing.                        and inheritance taxes.

Partnership Tax: The tax consequences                  Tax Ethics: The common ethical prob-
of formation of a general or limited partner-          lems confronting a tax attorney in private
ship; basis of partnership interests and               federal tax practice, both civil and criminal,
assets; effect of liabilities on basis; allocation     with a review of IRS, ABA and AICPA
of income and deductions on partners; part-            positions on professional responsibility in
nership elections; continuation, merger and            tax practice.
termination of partnerships and partners’
                                                       Tax Fraud: The criminal tax law, includ-
taxable years; family partnerships; sales and
                                                       ing the prosecution and defense of Title
exchanges of partnership interests and assets
                                                       18 and Title 26 criminal tax offenses, pre-        “The University of San Diego
of partnerships; liquidating and non-liqui-
                                                       trial criminal tax practice and case analysis,     School of Law offers an out-
dating distributions; retiring partners; char-
                                                       methods of proof used by the government
acterization of the entity; and pertinent pol-                                                            standing LL.M. in Taxation
                                                       during trial, defense strategies and tech-
icy considerations.                                                                                       program. While pursuing my
                                                       niques during trial, federal sentencing
                                                                                                          graduate tax degree at USD,
Pensions: An overview of federal income                guidelines, and related civil tax issues.
taxation of qualified pension plans under                                                                 I had the opportunity to enroll
                                                       Tax Litigation: The pre-litigation IRS             in classes that helped to broad-
ERISA. Topics include the origin and devel-
                                                       administrative procedures; practical analysis      en and hone my expertise in tax
opment of private pension plans; require-
                                                       in the selection of a choice of forum to liti-
ments for plan status, including vesting and                                                              law, tax policy and tax research.
                                                       gate a federal tax dispute; pre-trial practice
nondiscrimination norms; limitations on                                                                   I also had the opportunity to
                                                       and case analysis; trial techniques and strate-
contributions and benefits; taxation of                                                                   develop practical legal experi-
                                                       gies when litigating a federal tax dispute
employees, participants and beneficiaries;                                                                ence through the University of
                                                       before the U.S. Tax Court; and a review of
policy issues concerning the tax-favored                                                                  San Diego School of Law Tax
                                                       refund litigation.
status of qualified plans and integration of                                                              Clinic. My professors and class-
public and private pension systems.                    Tax Exempt Organizations: The con-
                                                                                                          mates were eager to teach and
                                                       cept and basis for tax exemption; classifica-
REITS: The tax and business aspects of                                                                    to learn. Overall, I thoroughly
                                                       tion as a Private Foundation; special issues
securitized real estate (REITs and REOCs),                                                                enjoyed my experience at the
                                                       relating to public charities; charities as oper-
such as the historical and current quantita-                                                              University of San Diego and rec-
                                                       ating entities; fundraising issues; California
tive analysis utilized in measuring the finan-                                                            ommend it to anyone looking
                                                       Law applicable to tax exempt organizations;
cial performance of real estate properties                                                                for an ideal environment to pur-
                                                       and Unrelated Business Income Taxation
and portfolios; evolution of real estate own-
                                                       (UBIT).                                            sue a graduate tax degree.”
ership and operating structures (primarily
tax motivated); review and analysis of “four           Taxation of Property Transactions:                 —CHARLES J. TAYLOR,
quadrant” real estate consolidations and               The practical planning opportunities in-           LL.M. 2002
REIT formations (i.e., UP REITs, down                  volving closed sales, open sales, deferred         Office of John Chiang—
REITs and pared share entities); regulatory            payment reporting, installment sales               Chairman, State Board of
aspects (tax and SEC) of REIT and REOC                 elections, imputed interest, cost recovery         Equalization, Los Angeles, CA
entity formation and IPOs; regulatory                  reporting, two-way and three-way real estate
aspects of partnership “roll-ups;” tax, busi-          exchanges, all-inclusive trust deeds, subordi-
ness and corporate aspects of REIT opera-              nated financing, midpoint refinancing and
tions; and current market analysis of REITs            negative basis. Considerable emphasis is
and REOCs.                                             placed on understanding interest concepts

                            T H E G R A D UAT E TA X P R O G R A M   1 1   UNIVERSITY OF SAN DIEGO SCHOOL OF LAW
such as mortgage annual constant percent-         PRACTICAL TRAINING
ages, lump sum and annuity present value
                                                  IRS Low-Income Taxpayer Clinic:
analysis, and real rate of return (after infla-
tion) analysis.                                   A hands-on clinical course for the develop-
                                                  ment of tax controversy skills. Under super-
Valuation: The ever expanding body of             vision, students represent low income tax-
law as it relates to valuation of business        payers in resolving their tax disputes with
interest. Topics include the proper standard      the IRS. An emphasis is placed upon client
of valuation, various valuation methods, and      interviewing skills, how to interact with the
the use of discounts and premiums. The            IRS personnel, how to effectively resolve a
class will review business valuation issues       client’s federal tax dispute and participation
with respect to family limited partnerships,      in education and outreach presentations at
estate planning, corporation transactions         various community locations.
and other areas. Cutting edge issues such as                                                       “In today’s competitive employ-
                                                  LL.M. Agency Internship: Graduate                ment environment, an LL.M.
valuing high tech companies are covered.
                                                  Tax students have the opportunity to
                                                                                                   degree has essentially become
Independent Supervised Research                   enroll in internships in either the civil and
                                                                                                   a prerequisite for the best and
and LL.M. Thesis: The opportunity to              criminal divisions of the Internal Revenue
undertake an independent research and                                                              most rewarding opportunities
                                                  Service. These internships have both a work
writing project under the supervision of a                                                         in the practice of taxation. My
                                                  and class component.
full-time faculty member.                                                                          experience in the USD LL.M.
                                                                                                   taxation program, which is
                                                                                                   ranked nationally as one of
                                                                                                   the best programs, has proved
                                                                                                   invaluable to my success in
                                                                                                   practice. Indeed, I often reflect
                                                                                                   whether I would be in the posi-
                                                                                                   tion I now find myself had I
                                                                                                   not been exposed to USD’s chal-
                                                                                                   lenging curriculum, nationally
                                                                                                   recognized professors and
                                                                                                   knowledgeable staff and advi-
                                                                                                   sors. If you desire to practice in
                                                                                                   the area of taxation, I would
                                                                                                   strongly recommend obtaining
                                                                                                   your LL.M. in Taxation from USD.
                                                                                                   It may just be what sets you
                                                                                                   apart from the other applicants
                                                                                                   and lands you that dream job.”

                                                                                                   —JON SCHIMMER,
                                                                                                   LL.M. 2002
                                                                                                   Procopio, Cory, Hargreaves &
                                                                                                   Savitch LLP, San Diego, CA
Interested?           interested?
                                       For more information on the Graduate
                                       Tax Program please contact:
                                       University of San Diego School of Law
                                       Graduate Programs Office
                                       Warren Hall 207
                                       5998 Alcalá Park
                                       San Diego, CA 92110-2492
                                       619-260-4596 phone
                                       619-260-4515 fax


Reservation of Right to Modify
The University of San Diego reserves the right to add, amend,
delete or otherwise modify its policies, information, rules and
regulations. This includes, but is not limited to, the modifica-
tion of its degree programs or courses of study.

                                         FIRST CLASS

        SCHOOL     OF   L AW             PAID
        5 9 9 8 A L C A L Á PA R K
                                        SAN DIEGO, CA
        SAN DIEGO, CA 92110-2492
                                        PERMIT NO. 365

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