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This course focuses primarily on the tax concerns of small businesses organized in the partnership form. Its structure and content is designed to provide the general tax background that any lawyer, whether a general practitioner in a small city or a corporate lawyer in a large city, needs in order adequately to advise clients whether to form a partnership to conduct a business and how to draft the various documents, such as the partnership agreement or buy-sell agreements, in order to secure the most favorable tax treatment. In this sense it is an analog to parts of the Business Associations course. Specific topics covered with respect to both partnerships include formation of the organization, taxation of operating income and distributions of profits to partners, sales of interests back to the entity (liquidation of partnership interests), liquidation of the corporation or partnership entity, and selected topics regarding sales of partnership interests. The course also includes an introduction to corporate taxation. Because the structure and many specific contractual provisions of many corporate transactions and real estate investment arrangements (which are most often organized as partnerships) are very strongly influenced by tax considerations this is a vital curse for anyone planning to practice "corporate" or "real estate" law and a necessary course for anyone engaged in a "general practice" involving a significant number of "business" clients.

PREREQUISITE: Taxation I (Law 860).