Course Syllabus Taxation 328: Partnership Taxation Summer 2012 (Cyber: April 29- August 18) Golden Gate University School of Tax Instructor: Jeffrey H. Karlin, JD, LLM, CPA (inactive) Associate Professor Required Course Materials: 1. Internal Revenue Code and Treasury Regulations 2. TA 328 Federal Income Taxation of Partners and Partnerships (Golden Gate University Printed Materials) (available at the University Bookstore) 3. Federal Taxation of Partners and Partnerships (McKee, Whitmire & Nelson, WG&L, ISBN- (latest available student edition)) 4. The Logic of Subchapter K, A Conceptual Guide to the Taxation of Partnerships, Fourth Edition, (2011) (West, by Laura and Noel Cunningham (West, ISBN- 13: 978-0- 314-199850) Course Description and Learning Objectives: TA 328 analyzes tax problems of the organization and operation of partnerships including the treatment of partnership distributions, withdrawal of a partner during his/her lifetime, dissolution of the partnership, and sales or exchanges of partnership interests. A key course objective is to provide the student with an introduction to the complexities of Subchapter K of the Internal Revenue Code. At the completion of the course the student should possess a working knowledge of partnership taxation that will enable him or her to offer well-reasoned guidance to clients engaged in moderately complex partnership tax matters.
This class is designed to provide you with an in depth analysis of issues relating to the federal income taxation of partners and partnerships. It is assumed that you have already achieved a fundamental understanding of the materials covered in prerequisite courses such as TA 318, TA 319, and TA 330. Your complete understanding of those classes is essential to your successful completion of this class. You must do all work by the appropriate due date. Because the course is among the most advanced in the Masters program, you will be expected to occasionally lead group discussions and participate with others in their leadership. The online learning materials provide a rich tapestry to aid in your learning. Grading Paradigm: Grades are based on: 1. Required Quizzes: 14% 2. Midterm Exam: 26% 3. Final Exam: 50% 4. Participation: 10% Exam Description: Midterm Exam: The midterm exam is an open book, online exam that may be taken once. This exam covers Modules 1 7 learning materials. It will consist of short answer essay-style questions. Final Exam: The final exam is a 2.5 hour closed book hand-written proctored exam. The exam is a non-cumulative test that covers Modules 8 15. It will consist of short answer essay-style questions. Participation:
The course requires attendance and active participation in class discussions that demonstrates a student s appropriate weekly preparation. See Grading Rubric below. Grades: Grades are based upon a raw percentile score basis. Total course points are 1,000 points. Grades will be awarded as follows: A+: 975-1,000, A: 931-974; A-: 900-930, B+: 860-899, B: 800-859, C+: 760-799, C: 730-759, C-: 700-729, D: 650-699, and F: <650. Grading Rubric: A specific Grading Rubric is available online that describes in detail the standards applicable to grades assigned for examination answers and participation. Syllabus changes: I reserve the right to change key terms of the course requirements stated in this syllabus if I believe, in my discretion, changes are warranted to better inform our learning. These changes may impact dates, the ordering or weighting of substantive topics, the nature of exams, and grading policies. Our Website: Feel free to use the website to get prompt answers to your questions and to enhance your learning. If you have further questions please ask them in "The Office" located online in our web site. The Office is our discussion room for all administrative issues other than substantive tax matters. A separate discussion room called Let's Talk is open to discuss partnership tax issues. Learning Modules:
All assignments are located in the GGU Notebook. We will cover the following sections of the notebook on the dates set out in the online Schedule. 1. Introduction to the Course and Tax Classification 2. Formation of Partnerships 3. Partnership Property Distributions 4. Introduction to Partnership Debt 5. Computation, Characterization and Flow-through of Partnership Income 6. Allocation of Partnership Income, Gain, Loss and Deduction 7. Allocations of Built-in Gain or Losses Online Midterm 8. Nonrecourse Debt and Allocation of Nonrecourse Deductions 9. Sale or Exchange of a Partnership Interest 10. Partnership Terminations, Divisions and Mergers 11. Hot Assets: IRC 751 12. Rebalancing Basis: Section 754 Election 13. Partner-Partnership Transactions: IRC 707 14. Payments to Retiring Partners: IRC 736 15. Limited Liability Companies Final Exam
Office Hours: I have an office in the School of Accounting, but no designated office hours. On request, I am glad to meet with students at a mutually convenient time at my office. You may also contact me at jkarlin@ggu.edu. For general course administration questions, please use the online Office. Assigned Readings: Discussions are geared to our assigned module readings. The required readings are assigned Code provisions, Treasury Regulations, text readings, and cases and rulings provided in the TA 328 course notebook. Academic Standards and Integrity: This course adheres to the University s standards and expectations regarding integrity and academic honesty. Students shall demonstrate the highest levels of integrity and honesty. Consistent with University standards, students shall be required to do all of his or her work alone. Students should understand that one of the most serious failures can result from the loss of trust when a student engages in a dishonest manner. The University s Policy on Student Academic Integrity is in effect at all of its teaching locations, including regional classroom sites, corporate sites, and distance courses delivered in any medium. This policy applies to all business, taxation, and technology students at Golden Gate University. Academic integrity means doing academic work in a manner that strives to achieve the learning objectives your courses have set out for you. It means that you follow the rules and procedures prescribed by your instructors so that you acquire the skills and knowledge your courses are designed to give you. It means that you engage in ethical practices in taking tests and doing assignments and that you respect intellectual property rights by fully disclosing sources of information that appear in your papers and presentations. Students are directed to read the University s Policy on Student Academic Integrity. Instructor Background:
Jeffrey H. Karlin is an Associate Professor in the School of Tax. He is a Martindale- Hubbell AV-1 rated transactional business lawyer. Mr. Karlin's practice has primarily focused on negotiating, drafting and structuring complex business transactions. He has significant experience in matters concerning federal income taxation, securities' laws, corporate and partnership laws, investments and mergers and acquisitions. Professor Karlin earned a Juris Doctorate at Hastings College of the Law and a Masters of Law in Taxation (LL.M. Tax) at Golden Gate University School of Law. He is a member of the California Bar. He is also a licensed California CPA (inactive), having gained his early-career experience as a tax accountant at the San Francisco offices of Price Waterhouse & Co. Mr. Karlin has also actively practiced law as a partner in two law firms and earlier, as an executive corporate officer charged with the responsibility for a variety of publicly traded companies. For over 30 years, Professor Karlin has taught over 200 classes at the University on various subjects. In 1986, he was selected the "Outstanding Adjunct Faculty of the Year" in the School of Taxation. He is co-author of Tax Exempt Investments in U.S. Realty. Current courses (past two years): ACCTG 351B: Business Law, Professional Responsibility and Ethics for Accountants ACCTG 365C: CPA Exam Review--Regulation (REG) ACCTG 365D: CPA Exam Review--Business Environment and Concepts (BEC) LAW 744: Mergers and Acquisitions TA 326: Real Estate Taxation TA 328: Federal Income Taxation of Partners and Partnerships TA 330: Federal Taxation of Property Transactions TA 361: Federal Tax Aspects of Insolvency and Bankruptcy Courses taught in past: ACCTG 146: Business Law
MGMT 145: Business Law LLM/TA 318: Individual Taxation LLM 322a: Corporate Taxation LLM 326: Real Estate Taxation LLM 328: Federal Income Taxation of Partners and Partnerships LLM 330: Federal Income Taxation of Property Transactions LLM/TA 346W: Bankruptcy Taxation LLM/TA 338: Tax Timing