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Winter 2015 Class Descriptions

As of 6/22/2018 5:49:25 AM

Tax Planning for Business

This practice simulation course will be taught by J. Phillip Adams., a Partner in the New York office of Skadden, Arps, Slate, Meagher & Flom, LLP. The

professor will submit to the seminar cutting-edge problems which he

has faced in practice. The students will resolve those problems by

structuring transactions to accomplish the client's business goals

within the framework of non-tax legal requirements, without incurring

unnecessary tax liabilities and in a manner that otherwise optimizes

the client's tax posture. Typically, the students will be assigned to

work in teams. With each problem, the students submit their solutions

in writing, and one team will present its solution to the class

orally. The professor will discuss and evaluate the teams' solutions

in light of the one that was employed in practice. Prior to the

students preparing and submitting their solutions, there will be

lectures and discussion of the tax issues involved in each problem.

The goal of the practice simulation course is to immerse the students in the process of approaching problems from a transactional perspective. The students will be given a set of facts and objectives, and will be required to

determine what steps should be taken to achieve those objectives. An

additional goal is to provide the students with exposure to the manner

in which experienced lawyers utilize their skills to solve complex


The principal issues on which the problems will focus are corporate

tax issues, but other areas will likely be covered. For example,

partnership tax issues are certain to arise, as well as issues

involving the taxation of financial instruments. In recent semesters,

problems have involved, among other matters, complex tax-free

corporate mergers, corporate divisions (spin-offs), acquisitions of

controlling interests in non-U.S. corporations, and transactions

designed to illustrate the difference between legitimate tax planning

and abusive corporate tax shelters.

3.00 hours