Course Catalog

This practice simulation course provides an introduction to the wide range of legal and business matters that lawyers counseling high-growth businesses typically encounter, from initial formation through growth and exit. We will begin with a discussion of entrepreneurship and the startup company ecosystem, and then cover entity formation; capital-raising sources and mechanisms (including seed funding, SAFEs, convertible debt, venture capital, lines of credit and debt finance); attracting and retaining employees and consultants; protecting intellectual property and other rights; and legal and business governance and conflict-of-interest issues. In the latter part of the course, we will discuss exits of various kinds, including downside scenarios (restructurings and refinancings; distressed company sales and dissolutions) and upside scenarios (mergers and acquisitions, secondary sales and private equity buyouts and public offerings). The course will feature active discussion in a seminar format using recent relevant case law, case studies taken from real-world situations and typical deal documents. It is designed for students contemplating a corporate/transactional practice in a law firm, in-house law department or venture capital or private equity fund.

• Type: Practice Simulation

The Tax & Estate Planning Clinic provides students with an immersive, supervised experience in both income tax controversy representation and foundational estate and incapacity planning. In the tax component, students represent low-income individuals with IRS controversies through administrative advocacy and litigation in U.S. Tax Court. In the process, students develop their practical lawyering skills (investigating facts, statutory and regulatory analysis, client interviewing and counseling, written and oral advocacy, and case management) in the context of common issues that tax practitioners wrangle with (characterization valuation, timing, documentation, and statutes of limitation). Students do not need to have prior tax education or experience. In the estate and incapacity planning component, students counsel clients and prepare documents such as wills, trusts, deeds, financial powers of attorney, and advance medical directives. Drawing on property law, elder law and public benefits law, this work helps clients make informed, legally effective financial and health-care decisions and promotes generational financial and housing stability. The LITC is a 7-credit course and meets the New York Pro-Bono requirement. Students must enroll in the 4-credit clinic and the 3-credit seminar, taken concurrently. The 4-credit clinic and 3-credit seminar are mandatory, graded, and ineligible for letter grade conversion to pass ("P") election. The Clinic fulfills the Law School's professional responsibility requirement for graduation but does not fulfill the New York State Bar ethics requirement. The Clinic fulfills the Statutory or Regulatory Course Distribution Requirement for graduation.

• Type: Clinic

This course covers the provisions of the Internal Revenue Code that deal with partnerships including such items as: the definition of a partnership for tax purposes; the utilization and importance of a "balance sheet" analysis of partnership activities; the question of whether a partnership is treated as an entity or as an aggregate of separate interests; the transfer of assets to and from a partnership; the allocation of partnership tax attributes; the special treatment of recourse and nonrecourse liabilities; the operation of a partnership; the determination of a partnership's basis in its assets and a partner's basis in the partnership interest; the restrictions on the deductibility of a partner's share of partnership losses; the effect of a change in partnership interests; and the disposition of partnership interests.

• Type: Upper Class

The Tax & Estate Planning Clinic provides students with an immersive, supervised experience in both income tax controversy representation and foundational estate and incapacity planning. In the tax component, students represent low-income individuals with IRS controversies through administrative advocacy and litigation in U.S. Tax Court. In the process, students develop their practical lawyering skills (investigating facts, statutory and regulatory analysis, client interviewing and counseling, written and oral advocacy, and case management) in the context of common issues that tax practitioners wrangle with (characterization valuation, timing, documentation, and statutes of limitation). Students do not need to have prior tax education or experience. In the estate and incapacity planning component, students counsel clients and prepare documents such as wills, trusts, deeds, financial powers of attorney, and advance medical directives. Drawing on property law, elder law and public benefits law, this work helps clients make informed, legally effective financial and health-care decisions and promotes generational financial and housing stability. The LITC is a 7-credit course and meets the New York Pro-Bono requirement. Students must enroll in the 4-credit clinic and the 3-credit seminar, taken concurrently. The 4-credit clinic and 3-credit seminar are mandatory, graded, and ineligible for letter grade conversion to pass ("P") election. The Clinic fulfills the Law School's professional responsibility requirement for graduation but does not fulfill the New York State Bar ethics requirement. The Clinic fulfills the Statutory or Regulatory Course Distribution Requirement for graduation.

• Type: Clinic

The professor of this practice simulation will submit 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 problems. 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 and issues involving the taxation of financial instruments have played a significant role in certain case studies. 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.

• Type: Practice Simulation

This is the basic course in federal income taxation. It is a statutory course, and the principal source of law will be the Internal Revenue Code. The topics covered will include the definition of gross income and the determination of permissible deductions from gross income. The class will also analyze numerous Code provisions and doctrines that raise issues of tax timing (that is, in what year should a given item of income or a given deduction be taken into account) and income attribution (that is, to whom should a given item of income or a given deduction be attributed). The bulk of the course will be devoted to learning basic statutory analysis. In addition, however, the class will spend some time studying the policy rationales underlying the structure of the current federal income tax laws and will consider the pros and cons of alternative systems. This course is a prerequisite to a number of other courses, including Corporate Taxation, Partnership Tax, Business and Estate Planning, and International Tax.

• Type: Upper Class

First of two courses dealing with donative disposition of property. Involves the study of (a) the law of intestate succession and marital property rights as a limitation on the power to devise; (b) the law of wills, with emphasis on execution and revocation, and including problems arising from changes after execution, as well as problems involving the use of will substitutes; and (c) the law of trusts, in both its functional and technical aspects, including the essential ingredients of a trust, its creation and termination, formal requirements, the nature of a beneficiary's interest, the special features of charitable trusts, and some significant problems of trust administration.

• Type: Upper Class