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Tax Law

Tax law concerns every aspect of business activity–and many non-business activities as well!

Tax practice can be divided into three general categories:

  1. tax planning, which involves shaping transactions to attract the least amount of tax;
  2. tax compliance, which involves giving advice as to the tax that may be due on past transactions and preparing tax documents for individual or business clients or, if the Internal Revenue Service disputes the amount owed, negotiating or settling issues that arise from the audit; and
  3. tax litigation, either representing a client or the government in Tax Court (a specialized court for tax matters), Federal District Court, or the Court of Federal Claims.

While much of the work is generally highly transactional in nature, some tax lawyers focus on tax litigation. This tends to be civil litigation in nature, but willful tax evasion, failure to file a return, and filing a false return may result in criminal litigation.

Tax issues arise in situations too numerous to list. However, some of the basic questions regarding who should be taxed, which activities should be taxed, and how those taxes should be assessed and levies are integral to many other areas of law, including corporate, entertainment and sports, family, health, intellectual property & technology, and real estate and land use law. Because tax law is highly financial, many aspiring tax lawyers also have or seek CPAs, MBAs, or an LL.M (an advanced law degree after a J.D.) in tax law.

Tax lawyers tend to work in a mid- to large law firm or smaller tax law specialty boutique firms. But there are also opportunities in larger accounting firms and in-house counsel in many types of financial sectors. In the public sector, the federal government employs tax law experts in agencies such as the Internal Revenue Service and the U.S. Tax Court. State and local governments also hire tax attorneys. Finally, some large nonprofits and foundations employ tax lawyers.

Courses

Courses designated as "primary" are foundational, while those listed as "secondary" contain relevant and related content. "Co-curricular" courses are credit-bearing extra-curricular activities, while "experiential" courses are practice-based offerings. Please keep in mind that the focus of any course will vary depending on the instructor.

Primary Courses

206: Taxation: Federal Income 3 or 4 credits PRIMARY

Federal income tax is life. This class lives in a statute, the Internal Revenue Code. It focuses on reading, interpreting, and applying the rules of the Code. It is primarily a statutory interpretation class. Students will calculate the federal income tax liabilities of taxpayers by determining each taxpayer's gross income, determining and subtracting above the line deductions, noting adjusted gross income, subtracting either itemized deductions or the standard deduction, applying tax rates, and then calculating and subtracting any available tax credits. We will do calculations using only the +, -, multiply, and divide functions on a $5ish calculator.

466: Business Tax: Special Topics 1 credit PRIMARY

Focuses on relevant practice areas that touch on business. Topics may include section 1231's favorable treatment of property used in the active conduct of a trade or business, like-kind exchanges, installment sales, the tax treatment of injury and non-injury damages, and the basics of balance sheets. P-LAW 206.

467: Wealth Transfer Tax and Fiduciary Income Tax 3 credits PRIMARY

A study of the principles of assignment income, income taxation of trusts and estates, and selected topics and a survey of federal transfer taxes associated with wealth transfers during life and at death.

496: Taxation of Business Entities 4 credits PRIMARY

This course covers the basic federal tax considerations relevant to entity choice (the choice of an entity to be a sole proprietorship, passthrough entity (including LLC, partnership), or corporation. It introduces students to the passthrough regime of partnerships and LLCs and the double tax regime of C-Corporations. Then it covers the tax rules applicable to the lifecycle of a C-Corporation, including the tax implications on C-Corporations and their shareholders of corporate formation, corporate earnings, corporate spending, corporate operations, dividends, redemptions, stock sales, and corporate dissolutions. Then it covers the tax rules applicable to the lifecycle of a Partnership, including the tax implications on the Partnership and its partners of partnership formation, earnings, spending, operations, distributions, sales of partnership interests, and dissolutions.  It introduces the concept that tax follows economics and includes a primer in balance sheets.

546: Employee Benefits and Pension Law 2 credits PRIMARY

Overview of the law regarding administration and litigation of employee benefit plans under the Employee Retirement Income Security Act of 1974 (ERISA). Aside from employee benefits being an in-demand practice area in and of itself, students interested in employment law, tax law, family law, or estate planning will also come away with valuable knowledge on how ERISA intersects with all of these areas and will be better equipped to address employee benefits issues in their future practices.

556: Taxation: Corporations and Shareholders 2 or 3 credits PRIMARY

This course covers the basic federal tax considerations relevant to entity choice (the choice of an entity to be a sole proprietorship, passthrough entity (including LLC, partnership), or corporation. It introduces students to the passthrough regime of partnerships and LLCs and the double tax regime of C-Corporations. Then it covers the tax rules applicable to the lifecycle of a C-Corporation, including the tax implications on C-Corporations and their shareholders of corporate formation, corporate earnings, corporate spending, corporate operations, dividends, redemptions, stock sales, and corporate dissolution. P - LAW 206 Taxation: Federal Income.

630: Taxation: Taxation of Partnerships 2 or 3 credits PRIMARY

Partnership Tax teaches students a “pass-through” tax regime that applies not only to all forms of partnerships (general partnerships, LPs, LLPs, and LLLPs) but also to LLCs and (with some modifications) S-Corporations. Business entities that are taxed as partnerships make up a huge portion of tax filings and students looking to do legal work for family-owned or small businesses should have a solid background in Partnership Tax. P - LAW 206 Taxation: Federal Income.

Secondary Courses

203: Business Organizations 3 or 4 credits SECONDARY

A study of the nature, powers, and obligations of private corporations, including their formation, management, and dissolution; the rights and duties of promoters, directors, officers, and stockholders; and the rights of creditors and others against the corporation; together with a study of the creation, nature, and characteristics of business partnerships.

262: Real Estate Drafting 2 credits SECONDARY

This course is designed to satisfy LAWR III. It is geared to teach drafting from the point of view of a commercial real estate attorney. In this context, drafting includes both drafting your own documents, as wells as re-drafting documents submitted to you by other parties (including how to spot issues when re-drafting a document). The types of real estate documents that will be covered include a broad sampling of purchase contracts, leases, loan documents, and deeds/easements. The class will review core concepts of real estate law that must be considered in drafting a binding and enforceable real estate contract.

306: Estates and Trusts 3 or 4 credits SECONDARY

A study of the descent of property by operation of wills and intestacy and the nature, creation, and elements of a trust.

394: Growing with the Client 1 credit SECONDARY

This seminar provides a guide to representing corporate clients throughout the corporate life cycle - from the formation of the entity to taking it public. We would begin the course by reviewing the entity choice considerations covered in Business Organizations but also discuss the practical steps required to form each entity type. Then, we will outline some of the most significant issues growing companies face. This would include ownership disputes, administrative considerations, vendor and sales contracts, employee relations, basic financing arrangements, offering ownership interests, and consolidation. Finally, we will discuss the process of going public. Each day, we would introduce documents we use in our practices and ask students to draft key sections in light of concepts introduced in the course of the class.

458: Essential Business Concepts 2 credits SECONDARY

As a matter of baseline knowledge, law students should have a better understanding of business entities and our complex economy. The purpose of this class is to give students a working knowledge of essential concepts in business. The class focuses on teaching useful intellectual skills associated with a working knowledge of accounting, financial statement analysis, finance, valuation, capital structure, financial instruments, capital markets, corporate transactions, operations, and business strategy. The course concepts are interconnected and their mastery serves two purposes: (1) to better appreciate a business client's legal problems; and (2) to better appreciate concepts seen in other upper-level courses such as Business Organizations, Securities Regulation, Corporate Finance, Bankruptcy, Taxation, Business Planning, Mergers & Acquisitions, and any other business-related course. No prior business experience or exposure is required or necessary.

471: Real Estate Finance 2 credits SECONDARY

Covers the different ways to get a commercial project financed by securing a loan with real estate. As with other contracts, the form of the loan and the real estate serving as collateral vary from deal to deal and, depending upon the type of loan, may or may not be negotiable. This course will teach the fundamentals of real estate loans, including notes, mortgages/deeds of trust, different types of loans, ancillary loan documents, loan commitments, due diligence for loans, opinions on title, and opinions on the validity of loan documents, default and foreclosure, and ethics opinions in loan transactions. Real Estate Finance will include federal and North Carolina laws. The course will look at what happens when things go wrong, such as defective mortgages, failure of consideration, and documentation errors. Real Estate Finance will teach the practical aspects of commercial real estate, including how to interpret and negotiate loan documents, depending upon whether you represent the interests of the lender or the borrower. Examples from actual closings will be used to see what life as a commercial real estate lawyer is like. The skills learned in this class will benefit students contemplating a career in real estate transactions as well as business transactions.

474: Real Estate Development 2 credits SECONDARY

Focuses on representing clients in a commercial real estate practice. The class will follow a commercial project from site selection through development, financing, and completion of construction. The course will include the steps, from start to finish, on how to represent developers as clients. It will cover getting land under contract, due diligence, financing, negotiating leases, options and eventual sale to an investor. The skills in this class would easily transfer to any transactional practice. Real Estate Development is a companion course to Real Estate Finance, although you can take one course without the other. 

515: Corporate Bankruptcy: Financial Restructuring and Mass Torts 3 credits SECONDARY

This class offers an introduction to how business entities address financial distress and existential threats. By exploring preeminent bankruptcy cases – including Purdue Pharma, FTX, Boy Scouts of America, WeWork, Lehman Brothers, and Toys ‘R Us – we will connect theory to practice and illuminate the opaque world of corporate rehabilitation.

There are no prerequisites. The class includes an overview of the general principles and forms of relief offered by the federal Bankruptcy Code and discusses the options available to and strategy employed by corporate debtors. The class will provide students with an understanding of not only substantive legal rules but also the structure of the bankruptcy system and the policy goals that it seeks to achieve. Because bankruptcy law is statutory, we will focus on the Bankruptcy Code, supplemented by caselaw, and discussed in class through the medium of thought-provoking problems. Grades will be based on a final exam.

561: Mergers and Acquisitions 2 or 3 credits SECONDARY

An in-depth analysis of federal and state regulation of corporate takeovers to include acquisition techniques, legal protection afforded shareholders and others, federal tender offer and disclosure rules, state corporate fiduciary law, and anti-takeover statutes. P-LAW 203.

689: Private Investment Funds 1 credit SECONDARY

This seminar provides an introduction to private investment funds, including an overview of the distinction between private and public funds, why investment managers choose to operate private funds, the common types of private funds, how these funds are typically structured, important private fund service provider relationships, initial regulatory matters, and ongoing regulatory matters. In doing so, we will emphasize practical skills utilized by attorneys in assisting private fund clients, such as drafting marketing materials and offering documents.

Experiential Courses

345: Semester in Practice 10 or 11 credits EXPERIENTIAL

This is the field placement component of a full term externship program and is paired with the Externship Lecture course. Total credits between Semester in Practice and Externship Lecture will total 13. The number of credit hours awarded to an individual student will determine the hours of work required at the field placement and meet or exceed the ABA standards. In accordance with ABA guidelines, students work at a placement under a supervising attorney. C-LAW 300.

361: Community Law and Business Clinic I 2 or 4 credits EXPERIENTIAL

In this hands-on transactional law clinic, students will gain practical experience in drafting and negotiating contracts, conducting due diligence, and advising clients on business transactions. Through simulations and real-world case studies, students will develop essential skills in client counseling, problem-solving, and transactional lawyering strategies under the guidance of a licensed attorney experienced in the area. By working directly with clients on business matters, students will learn to navigate complex legal issues and contribute meaningfully to transactions while honing their professional judgment and ethical decision-making.

362: Community Law and Business Clinic II 2 credits EXPERIENTIAL

A continuation course to LAW 361 Community Law and Business Clinic I.

676: Summer Externship 4 credits EXPERIENTIAL

This course is currently available only in the summer. The director of the externship designates one or more cities in North and South Carolina, usually including Charlotte, NC, and offers the students externships in a designated practice area. The practice areas vary from summer to summer. Students meet weekly with the director to integrate and apply the doctrinal insights received elsewhere in the law school curriculum and in the subject matter of the field placements.

Faculty

The following faculty are knowledgeable about the topic and may be a useful resource for you.

Rebecca Morrow

Rebecca Morrow

Professor of Law

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Transactional

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