This seminar is entitled “Income Taxation of Corporate Mergers and Acquisitions.” It has been offered for more than a decade (at Wisconsin Law and at Cornell Law). Enrollment is limited to 16 students and Tax I is a pre-requisite. (Tax II is not a pre-requisite and the course will therefore begin with an overview of how corporations are taxed under the Internal Revenue Code).
The structure of the seminar is intended to replicate to the greatest extent possible the experience that a new lawyer might have at a law firm or other place of professional employment. Therefore, it is built around a series of “Assignment Memoranda”, each of which sets forth a proposed hypothetical corporate acquisition and asks a series of questions relating to various tax planning issues faced by the acquired and acquiring entities and their shareholders. There will be no final exam but each student will be required to prepare three written “Response Memoranda” during the semester, based on assigned and independent tax research, discussing the issues presented by the acquisition described in that week’s Assignment Memo. Then, each seminar session will be devoted to a discussion of those issues. The emphasis is not on “right” or “wrong” answers but on how a lawyer should approach these types of tax planning questions. The focus is on domestic and not international transactions.