Spring Semester 2015Professor Forman

MTW 11:00 a.m., Classroom 4Office—3056

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Taxation of Business Entities and Oil and Gas Interests

SYLLABUS

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CLASS CONTENT. This course will survey the federal income tax laws on organizing and running businesses as corporations, partnerships, S corporations, and LLCs. We will then look at the taxation of oil and gas operations including exploration, development, production, and abandonment. Classes consist of lectures, case discussions, and problem analysis. A business background is not needed to understand this material. (Individual Income Tax is a prerequisite, but it can be taken concurrently, if you like.)

PREPARATION. Classes consist of lectures, case discussions, and problem analysis. Students will be called on at random. Problems discussed in class will be similar to those contained on the final examination.

GRADING. Grades will be based primarily on the final examination. The final exam is open book, open computer, and you may use University of Oklahoma Law Library or web materials of any kind (including Lexis, Westlaw),but you may not consult with any other person. You may also use a calculator.

CLASS ATTENDANCE POLICY. Each student must attend class, and students are expected to be on time. It has been my experience that students who miss a number of classes do not do as well on the final examination. In any event, I reserve the right to raise or lower the student's grade based upon class attendance and participation. If you miss or are unprepared for more than seven classes, however, you will need to drop or you will receive an “F.”

COMPUTER POLICY. You are welcome to use either an iPad or laptops during class. Checking email, social media, or non-legal websites on any device, including cell phones, is distracting to other students and can result in a grade penalty (with respect to participation). Cell phones and pagers must be turned off.

Required Texts:

Jeffrey L. Kwall, The Federal Income Taxation of Corporations, Partnerships, Limited Liability Companies, and Their Owners (Thomson Reuters/Foundation Press, 4th ed., 2012), ISBN: 9781599414003.

Daniel J. Lathrope, Selected Federal Taxation Statutes & Regulations: 2015(West, 2014), ISBN: 978-1628100846.

Various online and handout materials.

ASSIGNMENTS. Assignments generally refer to the CASEBOOK. Read chapters in the casebook and generally read the Code and regulation sections as they are referred to by the casebook. Prepare answers to the problems in the book for class discussion.

We will proceed through the casebook in the order set forth below. The final examination will be comprehensive based upon all assignments through the last assignment that is covered in class.

ClassAssignment

1CASEBOOK Part I intro, Chapter 1

2Part II intro, 2intro, A1, 2

32A3a

42A3b, 4

52B

62C, D

73intro, A, B

83C

93D

103E intro, 1

113E2, 3

12just read 4intro, A, B1, 2intro, a, b, c (no problems)

13just read4B2f, C (no problems)

14Part III intro, 5intro, A1 (omit parts c and d of Prob. 5-1)

155A2

165Bintro, 1a

1751b, c

1851d

195Cintro, 1

205C2 (skip Prob. 5-16), D

216intro, Aintro, 1, 2

226A3, B (skip problem 6-4)

236C

24just read 7intro, A (no problems)

25Part IVintro, 8intro,Aintro, 1

268A2, 3, Bintro, 1

1

278B2, C

289

2911into, A

3011B1, 2

3111B3

3211C1, 2

3312intro, A

No matter what, we will spend the last three weeks (~9 classes)on Oil and Gas Taxation. Manyof the remaining assignments refer to Noah S. Baer, Oil and Gas Transactions (BNA Portfolio 605-2d) [hereinafter “Baer”]. It is freely available to you on-campus only (using your own laptop or a school computer) at the following link: (Right click on the page, and click on Create a Shortcut to put it on your desktop.) Read the assigned material and generally read the linked worksheets, Code, and regulation sections as they are referenced.

34Ernst & Young, Global Oil and Gas Tax Guide606-22 (United States) (2014), Michael Ratner & Carol Glover,U.S. Energy: Overview and Key Statistics(Congressional Research Service Report No. R40187, June 27, 2014),

35Read Baer, I. Introduction (Start with the A. Background, and scroll through by hitting Next); skim Joint Committee on Taxation, Present Law and Analysis of Energy-Related Tax Expenditures 1 (JCX-100-14, Sept. 16, 2014),

36Molly F. Sherlock, Energy Tax Policy: Issues in the 113th Congress (Congressional Research Service Report No. R43206, Dec. 19, 2013), Joint Committee on Taxation, Description of Present Law and Select Proposals Relating to the Oil and Gas Industry, JCX-27-11 (2011),

37Baer, II. Acquisition of Interest: A, B, C, D; Congressional Budget Office, Reducing the Deficit: Spending and Revenue Options46 (Revenue Option 70: Increase Excise Taxes on Motor Fuels by 35 Cents and Index for Inflation) (2014), American Petroleum Institute, Gasoline Tax, (last visited Dec. 5, 2014).

38Baer, II. Acquisition of Interest: E, F, G; Congressional Budget Office, Reducing the Deficit: Spending and Revenue Options176-77 (Revenue Option 35: Impose a Tax on Emissions of Greenhouse Gases) (2013),

39Baer, III. Cost Recovery – Exploration and Development: A,B, C, skim D; Worksheets 5, 6, 7;Congressional Budget Office, Reducing the Deficit: Spending and Revenue Options43 (Revenue Option 65: Repeal Certain Tax Preferences for Extractive Industries) (2014),

40Baer, III. Cost Recovery – Exploration and Development: E, F, G, H,I; U.S. Department of the Treasury, General Explanations of theAdministration’s Fiscal Year 2015 Revenue Proposals 75-84 (Eliminate Fossil Fuel Preferences) (2014),

41Baer, IV. Cost Recovery – Depletion, A, B, C;Robert Pirog, Oil and Natural Gas Industry Tax Issues in theFY2014 Budget Proposal (Congressional Research Service Report No. R42374, Oct. 30, 2013),

42Baer, VI. Joint Operations: A. Forming and Electing Out of Tax Partnerships; Worksheet 14.

Final Examination–Monday,April 27, 2:00 p.m. Yourfinal examination is open book, open computer, and you may use University of Oklahoma Law Library or web materials of any kind (including Lexis, Westlaw),but you may not consult with any other person. You may also use a calculator.

OTHER RESOURCES:

1) Internal Revenue Service: (e.g., IRS Publication No. 542, Corporations).

2) Joint Committee on Taxation: (e.g., Joint Committee on Taxation, Overview of the Federal Tax System as in Effect for 2014 [JCX-25-14,Mar. 28, 2014],

3) Tax charts, by topic, can be found at:

For the latest tax news:

4) Go to and subscribe to Tax Posts (or All Posts). (Think about making this a home page, icon, or bookmark.)

For tax research:

5) Go to When accessing from off-campus, please go to in the left-hand menu click on CCH Intelliconnect. (Think about making this a home page, icon, or bookmark.)

6) Get your Lexis account set up, as there are more tax materials there than on Westlaw. Note, you can select tabs in both Westlaw and Lexis which gather the tax databases in one place. (Think about making this a home page, icon, or bookmark.)

7) Go to Bloomberg Law login. If you do not have a Bloomberg Law login, contact Joel Wegemer in the Law Library or email him for login information. In Bloomberg Law you can change your homepage to Tax.

For more on oil and gas taxation:

8) See Richard A. Westin, Mineral Properties — Exploration, Acquisition, Development and Disposition (BNA Portfolio 601-3rd),

9) At Lexis Advance, you can access the treatise: Federal Taxation of Oil and Gas Transactions(click on the down arrow next to Search; click on Find a Source; under Option 1, type in the title, and click on Find; click on the title), and you can scroll through it or use its table of contents to help you find what interests you.]

OFFICE HOURS. Generally, after class MTW, and by appointment; but stop by any time.

STUDENTS WITH DISABILITIES. The University of Oklahoma is committed to providing reasonable accommodation for all students with disabilities. Students with disabilities who require accommodations in this course are requested to speak with the professor as early in the semester as possible. Students with disabilities must be registered with the Office of Disability Services prior to receiving accommodations in the course. The Office of Disability Services is located in Goddard Health Center, Suite 166, phone 405-325-3852 or TDD only 405/323-4173.

OTHER (latest at ).

Some Job Hunt Locations on the Web. Here are some resources that can help with you find a job. Be active. It’s up to you to find a job and build your career. Good luck!

  1. Careers in Tax Law: Perspectives on the Tax Profession,
  2. USA Jobs:
  3. American Bar Association Career Center:
  4. U.S. Department of Justice:
  5. Internal Revenue Service:

1)In general:

2)Office of Chief Counsel:

3)Criminal Investigation Division:

  1. Recruiters

1)Tax Search:

2)Tax Talent:

3)ET Search, Inc.:

  1. Accounting Firms

1)Ernst & Young:

2)Deloitte:

3)KPMG:

4)PricewaterhouseCoopers:

  1. Benefits Link:
  2. The American College of Employee Benefits Counsel,
  3. Benefits Consulting Firms

1)Aon:

2)Buck Consultants:

3)Hewitt:

4)Mercer:

5)Milliman:

6)Towers Watson:

  1. American Bar Association Section of Taxation Public Service Fellowships:
  2. U.S. Department of Labor Jobs:
  3. Fellowships for Aspiring Law Professors,
  4. LawCrossing,

Writing and Moot Court Competitions:

  1. ABA Section of Taxation Law Student Tax Challenge,
  2. American College of Trust and Estate Counsel,
  3. Paul Faherty Writing Competition (employee benefits),
  4. Albert R. Mugel National Tax Moot Court Competition,
  5. American College of Employee Benefits Counsel:
  6. International Fiscal Association (IFA) USA Branch Writing Competition:
  7. Federal Bar Association, Donald C. Alexander Tax Law Writing Competition,
  8. National Academy of Social Insurance, Law Student Writing Award for an Outstanding Paper on Social Insurance

Some LL.M in Taxation Information & other educational opportunities:

  1. The Value of an LLM,
  2. 2015 Links and Rankings,
  3. Links to Tax LL.M. programs as of 2009,
  4. Special programs:

1)John Marshall Law School offers an LL.M. in Employee Benefits,

2)Loyola-LA and some other schools now offer Accelerated Tax LLM Program for Visiting JD Students,

  1. To Get a Tax LL.M. or Not,
  2. Pursuing a Tax LLM Degree: Why and When?,
  3. Pursuing a Tax LLM Degree: Where?,
  4. Recruiter: An LL.M. May Hurt Your BigLaw Job Prospects—Except in Tax,
  5. Oxford University Centre for Business Taxation, Jobs and studentships,

Other Resources:

  1. Internal Revenue Service: (e.g., IRS Publication No. 542, Corporations).
  2. Joint Committee on Taxation: (e.g., Joint Committee on Taxation, Overview of the Federal Tax System as in Effect for 2014 [JCX-25-14, March 28, 2014],
  3. TaxProf Blog Resources:
  4. Tax charts, by topic, can be found at:
  5. For the latest tax news: 1) go to and subscribe to Tax Posts (or All Posts). (Think about making this one of your home pages, icons, or bookmarks.); and 2) Check out
  6. For tax research: 1) Go to When accessing from off-campus, please go to in the left-hand menu click on CCH Intelliconnect. (Think about making this a home page, icon, or bookmark.); 2) Get your Lexis account set up, as there are more tax materials there than on Westlaw. Note, you can select tabs in both Westlaw and Lexis which gather the tax databases in one place. (Think about making this a home page, icon, or bookmark.); and 3) Go to Bloomberg Law and login. If you do not have a Bloomberg Law login, contact the Law Library for login information. In Bloomberg Law you can change your homepage to Tax.
  7. Terrance O’Reilly, Math for Law Students,

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