Taxation of Partnerships
Professor Laura Cunningham
Spring 2017
Course Information/Syllabus Summary/First Assignment
Basic Information:
Contact information: My office is Room 405, and the telephone is 212-790-0214. The best way to contact me is by email at .
Class schedule: Mondays, & Thursdays 9:30-10:51.
Office hours:
Tuesday & Wednesday 11-12, otherwise by appointment. Feel free to drop in anytime, and if it’s not a convenient time we can set up an appointment.
Use of Computers:
You may use your laptop during class ONLY in airplane mode, i.e., wireless switch turned off. Cell phones should also be in airplane mode. If this is not a condition you are prepared to comply with please leave your phone and laptop in your locker or choose a different class.
Assignments & Problems:
A detailed set of assignments and problems is posted on Canvas. Those pages contain the assignments and problems that we will cover in the course. The coursebook is “The Logic of Subchapter K”, by Cunningham & Cunningham, 5th Edition, and all references to “Logic” in those pages are to that book. I have posted PDFs of the initial chapters on Canvas, in the event you are unable to obtain a copy of the 5th edition of the book in the first week or two of classes. I randomly call on students, and I will assume that you have read all assigned materials, and will have at least attempted to work through the problems prior to class. For the first class you should prepare Chapter One, and read the first three pages of Chapter Two.
Participation Expectations:
Grades will be based on the final exam, although I reserve the right to adjust grades based on class attendance and participation. The exam will be 3 ½ hours long, and will be open book.
Course description and goals:
In this class we will learn the law applicable to the federal taxation of partnerships. One goal of the course is to acquaint students with the governing law that all tax, corporate and real estate practitioners should know about partnership tax. In contrast with your basic federal income tax course, partnership tax is governed primarily by detailed regulations, and a second goal is to increase students’ facility in reading, interpreting and applying regulations. In addition, accounting principles, or a special subset of those called “capital accounting,” are central to the subject, so while this is not a course in accounting, it is to some extent a course in capital accounting. Grasping those principles is essential to success in the course, and facility with those basic principles is important in many areas of practice.
The coursebook is The Logic of Subchapter K, by Cunningham & Cunningham (5th edition 2017). We will work our way through the book, and will cover all chapters except Chapter 16 and possibly Chapter 14 (the latter depends on time permitted).
The course begins with a discussion of te tax considerations that go into the choice of entity by businesses; why chose to operate as a partnership, LLC, or corporation? We then proceed with the law applicable to the many businesses that choose partnerships, which includes taxation of partnership formation, operations, distributions and liquidations. One chapter is devoted to the capital accounting rules. Others cover the rules applicable to allocation of partnership income and loss, and allocation of partnership liabilities. We also deal with certain provisions designed by Congress to stem transaction it deemed abusive, including the disproportionate distribution rules and disguised sale rules.