Levin College of Law
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Federal Tax Seminar – S Corporations

Course Number: LAW 7911 Credits: 2

Substantial research and writing project on a federal tax subject; instruction in tax research techniques. Seminars are offered to satisfy this requirement.

This seminar focuses on federal taxation of S corporations and their shareholders. Topics covered include eligibility, election mechanics, shareholder agreements, shareholder-level taxation of income, loss, and distributions, use of shareholder debt, employment taxes, qualified S subsidiaries, corporate-level taxation of built-in gain, termination of S status, and acquisitions and dispositions involving S corporations. The seminar will also examine the § 199A deduction for passthrough owners (including sole proprietors, partners and S shareholders) and the § 1411 tax on net investment income. A central theme is choice of entity, focusing on the comparative advantages and disadvantages of S corporations, C corporations, and partnerships. Paper topics may relate to S corporations or aspects of the taxation of partnerships, corporations, or hybrid entities (e.g., REITs). Paper topics are subject to Professor Burke’s approval.