Usc Leventhal School of Accounting

MARSHALL SCHOOL OF BUSINESS ONLINE LEARNING PLATFORM

This course is divided into modules which correspond with weeks in a regular semester course. Module activities may include reading assignments, pre-recorded lectures, interactive exercises, homework assignments, Blackboard discussion forums and weekly MarshallTALK live video discussion sessions. It is estimated that students will spend approximately 9 hours per week to complete each module in a 3-unit course. New students are encouraged to participate in the Orientation Week activities in order to learn how to use the online tools available to them before the official start of class in Module 1.

Our online courses follow a “flipped classroom” model in which students are required to complete all of the reading assignments, pre-recorded lectures, interactive exercises, and Bb assignments at their own pace (i.e. asynchronously) during the week prior to attending the “real time” (i.e. synchronous) MarshallTALK video discussion forum, where they will interact with one another and with faculty to apply the concepts they’ve learned throughout the week.

Students are required to complete all asynchronous online content activities as well as to participate in the synchronous MarshallTALK live video discussion sessions each week. Check the course syllabus for dates and times and only register for this class if you can complete all class work independently and log on to the weekly interactive MarshallTALK sessions.

Blackboard (Bb) Blackboard is the primary learning management system currently used at USC and may be accessed at https :// blackboard . usc .edu. From the Bb Course Home Page, students can access their course syllabus, identify readings, participate in discussion forums, submit assignments, and review grades. They can also access links to the other platforms used in this course. General questions regarding course material, content, or procedures should be posted in the Blackboard discussion board or addressed during MarshallTALK sessions so that faculty responses may benefit all class members. Virtual Classroom The Virtual Classroom enables students to asynchronously view faculty lectures, guest speakers and other integrated course content. Students also use the Virtual Classroom to engage in self-assessment activities designed to help them understand and apply key course concepts. The Virtual Classroom is organized into weekly modules that correspond to the course syllabus and are designed to be taken in the order they appear. The interactive exercises within this Virtual Classroom are not graded but contain information that would otherwise be delivered in traditional class lectures and that may be included in the midterm and final exams. A link to this platform will be found in Bb. MarshallTALK Students and faculty will meet online in real time at a pre-determined date and time each week in MarshallTALK, a live video discussion forum. MarshallTALK allows students to apply the content they have learned thus far in the course with their peers and to ask questions of faculty face-to-face. A link to this platform will be found in Bb.

1 SYSTEM REQUIREMENTS The following equipment is required to successfully participate in this online course:  Computer  Headset or built-in speakers & microphone  HD Webcam NOTE: Students using MacBook Pro and MacBook Air computers with retina display may need to use an external webcam in order to fully participate in the MarshallTALK sessions (powered by WebEx).  High speed Internet connection

Students must be able to access at least one of the following browsers:  Internet Explorer 9.x and above on PCs  FireFox 3.6 and above on PCs  Safari 3.6 and higher on Mac (only)  Firefox 3.x and higher on Mac  Google Chrome

TECHNICAL SUPPORT  For Blackboard Support: USC Information Technology Services: Call (213) 740-5555 or email consult @ usc .edu. For more information, visit their website at: http :// www . usc . edu / its /  For Virtual Classroom Support: Email [email protected]  For MarshallTALK (WebEx) Support: Go to: http://www.webex.com/test-meeting.html  For MyMarshall Support, USC Marshall: Call (213) 740-3000 Monday through Friday, 7:00am to 6:00pm PST or visit their website at: http://msbhelp.usc.edu  For additional campus-based computer support: o USC Information Technology Services (ITS) Customer Support Center http://itservices.usc.edu/csc/ o For Computer Repairs: USC Bookstore Service Department http://uscbookstore.com/t6-computer_repair.aspx

2 ACCT 569T – ADVANCED PARTNERSHIP TAXATION Spring 2015 / Section 14248D / Jan 12 – May 1

Advanced tax concepts involving partnerships and limited liability companies, designed to produce a level of expertise in Subchapter K of the Internal Revenue Code.

Syllabus

PREREQUISITES: ACCT 551T

INSTRUCTOR: Patricia Hughes Mills, J.D., LL.M. Professor of Clinical Accounting Leventhal School of Accounting University of Southern California 3660 Trousdale Parkway, Room 232C Los Angeles, CA 90089-0441

CONTACT: Email: [email protected] Phone: 213-740-5007 Office Hours: By appointment and as posted on Blackboard

EMERGENCY NUMBERS: USC Emergencies: 213-740-4321 USC Public Safety—Non Emergencies: 213-740-6000 USC Emergency Info Line: 213-740-9233 USC Information Line: 213-740-2311or KUSC Radio (91.5 FM)

TEXTS: See Blackboard for instructions to access online:

Applicable Internal Revenue Code and Regulation Sections (Available on-line through RIA Checkpoint or CCH IntelliConnect)

Federal Taxation of Partnerships and Partners (Available on-line through CCH IntelliConnect / CCH Expert Treatise Library)

3 COURSE LEARNING OUTCOMES:

Upon taking this course, the student will be able to:

1. Apply the Subchapter K rules to various complex partnership transactions, including the receipt of a partnership interest for services, distributions from partnerships, sales of partnership interests, and the death or retirement of a partner; 2. Design partnership profit and loss allocations to comply with the rules of Code § 704(b) and (c), including constructing capital accounts; 3. Evaluate the benefits and detriments of optional and mandatory basis adjustments; 4. Compare the consequences of the sale of a partnership interest with the liquidation of a partnership interest; 5. Analyze the Subchapter K rules throughout for tax planning opportunities; and 6. Integrate the knowledge learned to determine the tax consequences of various transactions engaged in by a fictional case study client.

GRADUATE PROGRAM STUDENT LEARNING OUTCOMES:

Five Student Learning Outcomes for the Master of Accounting and Master of Business Taxation programs were developed by the USC Leventhal faculty and administration and filed with the AACSB, the accrediting body for accounting and business schools. These outcomes were included in your fall semester syllabi. In brief, these Student Learning Outcomes are as follows:

1. Technical, Conceptual, Problem-Solving 2. Professional Development 3. Research/Life-Long Learning 4. Ethical Principles and Professional Standards 5. Globalization and Diversity

This course will deal primarily with Outcome #1 (Technical, Conceptual, Problem Solving) and Outcome # 3 (Research / Life-Long Learning). To a lesser extent, this course will help you meet Learning Outcomes #2 and #4.

GRADES:

Individual Homework Problems (see syllabus) 150 points Exam Modules 1 – 5 200 points Exam Modules 7 – 11 200 points Participation & Discussion 100 points Final Case Study Project 350 points Total 1000 points

ONLINE LEARNING In order to be successful in this course, you must read the assigned readings, attend and participate in MarshallTALK, watch the videos in the Virtual Classroom, try the Virtual Classroom exercises, and complete the scheduled assignments. This requires a weekly commitment to keep up with the syllabus schedule.

4 GRADING POLICIES:

1. INDIVIDUAL HOMEWORK PROBLEMS: Certain problems will be assigned as individual homework problems, and must be submitted as a Word or Excel file under the “Assignments” tab in Blackboard. Cooperation with other students is not allowed on these individual homework problems. Due dates are indicated in the syllabus. Graded homework problems will be returned to the student, and answers will be discussed in weekly MarshallTALK sessions and posted on Blackboard.

2. EXAMS: The exams will be given online and are due as indicated in the syllabus. Instructions will be posted on Blackboard. Both exams will be “open book” (Code, Regs, text, and assigned readings only – no collaboration). Make up examinations will generally not be given, except in the case of a well-documented emergency, and arranged for in advance with the instructor.

3. PARTICIPATION AND DISCUSSION: Attendance in the weekly MarshallTALK session is expected. Links to join will be posted in Blackboard. Students should be prepared to discuss the materials assigned from the prior week, including the discussion problems for each Module. Individual students will be called upon to present the solutions to the discussion problems; some may be assigned in advance. Discussions may also involve posts to the Discussion Forum on Blackboard. All of this is part of your participation grade.

4. CASE STUDY PROJECT: The final case study will be a group project, and will be evaluated based on content as well as on the effectiveness of your communication. This includes grammar, spelling, organization, and other essentials of effective communication. One case study will be submitted for each assigned group. The topic and instructions will be posted on Blackboard.

5. GRADING: We adhere to the USC Leventhal School of Accounting and Marshall School of Business grading standards for graduate programs. In general, final course grades at the graduate level in a core course average approximately B+ (3.3), but may vary based on class performance. For elective courses, the class average is usually higher--approximating 3.5, which is between a B+ and an A-. You must receive a C or better to pass a required class, and you must have an overall B average (3.0 minimum) in order to graduate from USC. The graded elements of this course are listed in this syllabus along with information about how they will be evaluated.

ACADEMIC CONDUCT Students enrolled in any class offered by the Leventhal School of Accounting are expected to uphold and adhere to the standards of academic integrity established by the Leventhal School of Accounting Student Honor Code. Students are responsible for obtaining, reading, and understanding the Honor Code System handbook. Students who are found to have violated the Code will be subject to disciplinary action as described in the handbook. For more specific information, please refer to the Student Honor Code System handbook, available in class or from the receptionist in ACC 101.

PLAGIARISM Presenting someone else’s ideas as your own, either verbatim or recast in your own words – is a serious academic offense with serious consequences. Please familiarize yourself with the discussion of plagiarism in SCampus in Section 11 Behavior Violating University

5 Standards https://scampus.usc.edu/1100-behavior-violating-university-standards-and- appropriate-sanctions/. Other forms of academic dishonesty are equally unacceptable. See additional information in SCampus and university policies on scientific misconduct, http://policy.usc.edu/scientific-misconduct/.

SUPPORT SYSTEMS Students whose primary language is not English should check with the American Language Institute http://dornsife.usc.edu/ali, which sponsors courses and workshops specifically for international graduate students.

The Office of Disability Services and Programs http://sait.usc.edu/academicsupport/centerprograms/dsp/home_index.html provides certification for students with disabilities and helps arrange the relevant accommodations.

If an officially declared emergency makes travel to campus infeasible, USC Emergency Information http://emergency.usc.edu/ will provide safety and other updates, including ways in which instruction will be continued by means of blackboard, teleconferencing, and other technology.

Discrimination, sexual assault, and harassment are not tolerated by the university. You are encouraged to report any incidents to the Office of Equity and Diversity http://equity.usc.edu/ or to the Department of Public Safety, http://capsnet.usc.edu/department/department-public- safety/online-forms/contact-us.

This is important for the safety of the whole USC community. Another member of the university community – such as a friend, classmate, advisor, or faculty member – can help initiate the report or can initiate the report on behalf of another person. The Center for Women and Men http://www.usc.edu/student-affairs/cwm/ provides 24/7 confidential support, and the sexual assault resource center webpage https://sarc.usc.edu/reporting-options/ describes reporting options and other resources.

STATEMENT ON RETENTION OF PAPERS FROM THE CURRICULUM OFFICE

According to the Guidelines on Documents Retention, University policy requires that final exams and all other grade work which affected the course grade be kept for one year. Other papers or work that instructors hand back but that students fail to pick up can be held for one month.

IMPORTANT DATES—SPRING SEMESTER 2015

12 Jan First day of Classes 19 Jan USC Holiday—Martin Luther King, Jr. 30 Jan Last Day to Drop without “W” Day 30 Jan Last Day to Purchase Tuition Insurance 16 Feb USC Holiday—Presidents’ Day 16-21 March SPRING BREAK 10 April DROP DAY—Last day to drop a class with mark of “W” 1 May Last day of Classes 6-13 May Finals Week (See syllabus for exact date/time for this course) 15 May COMMENCEMENT

6 7 SCHEDULE – ACCT 569T – SPRING 2015

Orientation Introduction to Online Coursework: Week (prior to first week NOTE: These activities are not graded but you are encouraged to of class) participate in order to get familiar with the technology.

Learning 1. Access Blackboard Course Materials Outcomes 2. Navigate the Virtual Classroom (found in Blackboard) 3. Introduce yourself using Blackboard Discussion Forum 4. Attend a MarshallTALK session

Readings Course Syllabus (found in Blackboard course pages)

Learning MarshallTALK Activities New students are expected to attend at least one MarshallTALK (WebEx) practice session prior to the first MarshallTALK session on Monday January 12th to become familiar with the course layout and to make sure they have the necessary equipment to actively participate in MarshallTALK discussions. Links will be posted in Blackboard to the WebEx practice sessions, which will be held on: Tuesday, January 6th from 5:30-6:30 pm PT Wednesday, January 7th from 5:30-6:30 pm PT Thursday, January 8th from 5:30-6:30 pm PT

Blackboard Discussion Forum (found in Blackboard course pages) Post your bio or introduction in the Blackboard Discussion Board. In approximately 100 words, describe:  who you are  what you do for a living  where you are located  what tax experience you have  what you hope to get out of this course Respond to at least one of your peers’ posts with a thoughtful and substantive comment.

Virtual Classroom (found in Backboard course pages) Try navigating through the Virtual Classroom for an overview of the course.

Assignments Student Pre-Course Survey Students are asked to complete the pre-course survey found in Blackboard prior to the 1st week of class

8 Week of MODULE 1: Partnership Interest for Services Jan 12 – Jan 18 Attend Monday January 12th, 5:30 p.m. to 6:30 p.m. PST MarshallTALK Synchronous live video conference via WebEx with Prof. Mills and your classmates. A WebEx link will be posted in Blackboard under “MarshallTALK.”

Learning 1. Recall the key issues of the taxation of partnership formation. Outcomes 2. Identify the difference between a capital interest and a profits interest. 3. Explore the reasoning behind the proposed changes to the taxation of a partnership interest for services. 4. Demonstrate and calculate the tax consequences when either a capital or profits interest is issued for services under both current and proposed rules.

Readings IRC §§ 721, 722, 723, skim § 83 Treas. Regs. § 1.721-1(b); Prop. Reg. § 1.721-1(b); Prop. Reg. § 1.83-3(l) Other: Rev. Proc. 93-27, Notice 2005-43 CCH Treatise: Review ¶¶ 4.01 – 4.06; 5.02 Study ¶¶ 6.01 – 6.06

Learning Complete Virtual Classroom Module 1 Activities

Assignments Blackboard Discussion Forum: Answer the Module 1 question in the Blackboard Discussion Forum, and respond to one of your classmates’ posts. Due Sunday January 18th

Prepare Module 1 Discussion Problems for discussion in next MarshallTALK

9 Week of MODULE 2: Partner’s Distributive Share Jan 19 – Jan 25 Attend Monday January 19th, 5:30 p.m. to 6:30 p.m. PST MarshallTALK Synchronous live video conference via WebEx with Prof. Mills and your classmates. A WebEx link will be posted in Blackboard under “MarshallTALK.”

Learning 1. Analyze which client factors are significant in determining profit and loss Outcomes allocations. 2. Construct capital accounts using the capital account maintenance rules. 3. Interpret the basic principles and mechanics of the § 704(b) allocation rules, and discuss the concept behind the substantial economic effect safe harbor. 4. Calculate capital accounts and the impact of special allocations in a given scenario.

Readings IRC § 704(a), (b) Treas. Regs. § 1.704-1(b)(1)(i) § 1.704-1(b)(2)(i), (ii)(a), (b), (c) § 1.704-1(b)(2)(iv)(a) thru (h) § 1.704-1(b)(5) Examples 1(i), 4(i) CCH Treatise: ¶¶ 17.01, 17.02, 17.03 intro and [A], 17.03[B][1], 17.03[D]

Learning Complete Virtual Classroom Module 2 Activities Assignments Prepare Module 2 Discussion Problems for discussion in next MarshallTALK

10 Week of MODULE 3: Working with Profit and Loss Allocations Jan 26 – Feb 1 Attend Monday January 26th, 5:30 p.m. to 6:30 p.m. PST MarshallTALK Synchronous live video conference via WebEx with Prof. Mills and your classmates. A WebEx link will be posted in Blackboard under “MarshallTALK.”

Learning 1. Interpret and apply the alternate test under the § 704(b) Regulations Outcomes 2. Evaluate which allocations fail the “substantiality” requirement 3. Apply the principles of the § 704(c) allocation rules to asset sales 4. Analyze non-safe harbor allocations 5. Calculate the consequences of special allocations

Readings IRC § 704(c)(1)(A) Treas. Regs. §§ 1.704-1(b)(2)(ii)(d); 1.704-1(b)(2)(iii); 1.704-3(a)(1) – (5), (b) (1) CCH Treatise: ¶¶ 17.03[B][2]; 17.03[C][1], [2]; 17.04; 17.06[B]; 17A.01 intro and [A]

Learning Complete Virtual Classroom Module 3 Activities Assignments Blackboard Discussion Forum: Answer the Module 3 question in the Blackboard Discussion Forum, and respond to one of your classmates’ posts. Due Sunday February 1

11 Week of MODULE 4: Working with Book-Tax Differences Feb 2 – Feb 8 Attend Monday February 2nd , 5:30 p.m. to 6:30 p.m. PST MarshallTALK Synchronous live video conference via WebEx with Prof. Mills and your classmates. A WebEx link will be posted in Blackboard under “MarshallTALK.”

Learning 1. Identify the use of “reverse” § 704(c) allocations Outcomes 2. Interpret and apply the principles of § 704(c) to depreciable property 3. Apply the use of remedial and curative allocations and understand their practical application 4. Compare the relationship between § 704(b) and § 704(c)

Readings Treas. Regs. §§ 1.704-3(b); skim Treas. Reg. § 1.704-3(c), (d) CCH Treatise: ¶¶ 17.03[A][3]; 17A.01[B]; 17A.02[A]; 17A.03[A]; 17A.03[B]; 17A.03[F] intro Suggested Reading: Treas. Reg. § 1.704-3(d)(7) Ex 1

Learning Complete Virtual Classroom Module 4 Activities Assignments Submit Individual Homework Assignment for Module 4 due Sunday February 8th

12 Week of MODULE 5: Allocation of Liabilities - § 752 Feb 9 – Feb 15 Attend Monday February 9th , 5:30 p.m. to 6:30 p.m. PST MarshallTALK Synchronous live video conference via WebEx with Prof. Mills and your classmates. A WebEx link will be posted in Blackboard under “MarshallTALK.”

Learning 1. Identify which partners are subject to an economic risk of loss with Outcomes respect to partnership debt 2. Compare the allocation of recourse debt with the allocation of non- recourse debt 3. Examine the debt allocation rules in the context of debt-financed distributions 4. Demonstrate how debt is allocated in various situations

Readings Code: § 752 Regs: § 1.752-1; § 1.752-2(a) – (c), (f) Ex 1, 2, 4 § 1.752-3(a), (c) Ex 1; CCH Treatise ¶¶ 9.01 intro & [A], 9.03[A][1], [2]; 9.03[B]; 9.05[A], [B]

13 Week of MODULE 6: Review and Exam on Modules 1 – 5 Feb 16 – Feb 22 Attend No MarshallTALK due to President’s Day but Virtual Office Hours will be MarshallTALK scheduled during the week for review purposes; see Blackboard for hours Learning Confirm Learning Outcomes of Modules 1 – 5 Outcomes Readings Review prior assignments

Activities Practice Review Problems

Assignments Complete exam DUE by MIDNIGHT FEB 22nd See Blackboard Assignments Tab to access exam

14 Week of MODULE 7: Distributions of Property Feb 23 – Mar 1 Attend Monday February 23rd , 5:30 p.m. to 6:30 p.m. PST MarshallTALK Synchronous live video conference via WebEx with Prof. Mills and your classmates. A WebEx link will be posted in Blackboard under “MarshallTALK.”

Learning 1. Explain the tax consequences of partnership distributions Outcomes 2. Apply the basis rules for the distribution of multiple assets 3. Compare distributions of contributed property

Readings Code: IRC §§ 731(a), (b), (d); 732(a), (b), (c); 733; 737; 704(c)(1)(B) Regs: § 1.732-1(a) – (c); 1.761-1(d); § 1.737-1; 1.704-4(a), (b), (e) CCH Treatise: ¶¶ 21.01; 21.07; 21.08 intro, 21.08[E]

15 Week of MODULE 8: Distributions of Hot Assets Mar 2 – Mar 8 Attend Monday March 2nd , 5:30 p.m. to 6:30 p.m. PST MarshallTALK Synchronous live video conference via WebEx with Prof. Mills and your classmates. A WebEx link will be posted in Blackboard under “MarshallTALK.”

Learning 1. Demonstrate the consequences of “hot assets” on distributions Outcomes 2. Assess the effectiveness of IRC § 751(b)

Readings Code: IRC § 751(b) Regs: § 1.751-1(b), (g) Ex 2 CCH Treatise: ¶¶ 23.01 – 23.03; skim 23.04 Other: Notice 2006-14, 2006-1 CB 498

Activities Complete Virtual Classroom Module 8

Assignments Submit Individual Homework Assignment for Module 8 due Sunday March 8th

16 17 Week of MODULE 9: Sale or Exchange of Partnership Interest Mar 9 – Mar 15 Attend Monday March 9th, 5:30 p.m. to 6:30 p.m. PST MarshallTALK Synchronous live video conference via WebEx with Prof. Mills and your classmates. A WebEx link will be posted in Blackboard under “MarshallTALK.”

Learning 1. Analyze the impact of the sale of a partnership interest on all parties Outcomes 2. Identify “hot” assets in a partnership and their treatment upon sale of a partnership interest 4. Calculate the amount and character of gain on the sale of a partnership interest 5. Identify the issue of a disguised sale of a partnership interest

Readings Code: §§ 741, 742, 752(d), 751(a), (c), (d) Regs: §§ 1.704-3(a)(7); 1.704-1(b)(2)(iv)(l); 1.741-1; 1.751-1(a), (c), (d)(2), (g) Ex 1 CCH Treatise: ¶¶ 24.01 – 24.03; 25.01 – 25.04

Assignments Prepare Module 9 Discussion Problems for discussion in next MarshallTALK

NOTE: SPRING BREAK – MARCH 16TH – MARCH 21st. NO ASSIGNMENTS / NO MARSHALLTALK

18 Week of MODULE 10: Basis Adjustments Upon Transfer of Partnership Interests Mar 23 - Mar 29 Attend Monday March 23rd, 5:30 p.m. to 6:30 p.m. PST MarshallTALK Synchronous live video conference via WebEx with Prof. Mills and your classmates. A WebEx link will be posted in Blackboard under “MarshallTALK.”

Learning 1. Compare the results of making versus not making a Section 754 Outcomes election. 2. Calculate the basis adjustments under IRC § 743 for sales of partnership interests. 3. Apply the basis adjustments to partnership tranfers. 4. Analyze the pros and cons of mandatory basis adjustments.

Readings IRC: §§ 743(a) – (d); 754; skim 755 Treas. Regs.: §§ 1.743-1(a) – (e), (j); 1.754-1; 1.704-1(b)(2)(iv)(l), (m); skim 1.755-1 CCH Treatise: ¶¶ 37.01 – 37.07

Assignments Blackboard Discussion Forum: Answer the Module 10 question in the Blackboard Discussion Forum, and respond to one of your classmates’ posts. Due Sunday March 29

19 Week of MODULE 11: Basis Adjustments Upon Distributions Mar 30 - Apr 5 Attend Monday March 30th, 5:30 p.m. to 6:30 p.m. PST MarshallTALK Synchronous live video conference via WebEx with Prof. Mills and your classmates. A WebEx link will be posted in Blackboard under “MarshallTALK.”

Learning 1. Compare the results of making versus not making a Section 754 Outcomes election. 2. Calculate the basis adjustments under IRC § 734 for distributions to partners. 3. Apply the basis adjustments to partnership transactions. 4. Analyze the pros and cons of mandatory basis adjustments.

Readings IRC: §§ 734; 754; skim 755 Treas. Regs.: §§ 1.734-1; 1.754-1; 1.704-1(b)(2)(iv)(l), (m); skim 1.755-1 CCH Treatise: ¶¶ 37.01 – 37.07

Assignments Submit Individual Homework Assignment for Module 11 due Sunday April 5th

Week of MODULE 12: Review and Exam on Modules 7 – 11 Apr 6 – Apr 12 Attend Monday April 6th, 5:30 p.m. to 6:30 p.m. PST MarshallTALK Synchronous live video conference via WebEx with Prof. Mills and your classmates. A WebEx link will be posted in Blackboard under “MarshallTALK.”

Learning Confirm Learning Outcomes of Modules 7 – 11 Outcomes Readings Review prior assignments

Activities Practice Review Problems

Assignments Complete exam DUE by MIDNIGHT April 12th See Blackboard Assignments Tab to access exam

21 Week of MODULE 13: Guaranteed Payments / § 707 Apr 13 – Apr 19

Attend Monday April 13th, 5:30 p.m. to 6:30 p.m. PST MarshallTALK Synchronous live video conference via WebEx with Prof. Mills and your classmates. A WebEx link will be posted in Blackboard under “MarshallTALK.”

Learning 1. Distinguish between payments under IRC § 707(a) and § 707(c) Outcomes 2. Evaluate the tax consequences of guaranteed payments 3. Apply the self-employment tax rules to LLCs

Readings IRC: § 707(a), (b), (c) Treas. Regs.: § 1.707-1(a), (b), (c) CCH Treatise: ¶¶ 27.01, 27.02[A], [B], [C]; 27.03; 27.04[A][1]; 31.03[B]

Assignments Prepare Module 13 Discussion Problems for discussion in next MarshallTALK

22 Week of MODULE 14: Death and Retirement of Partner - § 736 Apr 20 – Apr 26

Learning 1. Identify whether liquidating payments to a partner are treated Outcomes under IRC § 736(a) or § 736(b) 2. Analyze and calculate the tax consequences of a liquidating distribution to a partner 3. Compare the tax consequences of selling versus liquidating a partner’s interest

Readings IRC: § 736 Treas. Regs.: § 1.736-1 CCH Treatise: ¶¶ 35.01, 35.02, 35.03

Assignments Work on Case Study

23 Week of MODULE 15: Review and Comprehensive Case Study Apr 27 – May 3

Learning Compare and contrast the sale of a partnership interest with the Outcomes liquidation of a partnership interest through a group research project.

Readings See posted materials under Course Materials in Blackboard

Activities Work on Case Study project

Assignments CASE STUDY DUE PRIOR TO MIDNIGHT MAY 3rd