Name: Douglas A. Kahn
Title: Paul G. Kauper Professor of Law
School: University of Michigan
Mailing Address:
University of Michigan Law School
625 South State St.
Ann Arbor, MI 48109-1215
Phone: 734 647-4043
Email: dougkahn@umich.edu
Home Page: http://cgi2.www.law.umich.edu/_FacultyBioPage/facultybiopagenew.asp?ID=61
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Summary Description:
The title of the course was “Tax Planning for Business Transactions,” and I co-taught it with Terry Perris, a tax partner from a Cleveland law firm. We solicited problems from leading tax practitioners (including Terry) based on actual matters on which they had worked and which involved cutting edge issues and creative solutions. I chose five to assign to the class. All of the problems involved corporate tax issues, and some involved partnership tax issues as well. The problems also raised business considerations and corporate law issues. There were a few minor ethical issues.
The students were divided into teams of two persons. Each team had to prepare a written solution to each of the problems. Three class sessions (one a week) were devoted to each problem. The students were given a statement of facts and of the client’s objectives, but the statement did not include all of the needed facts, At the first class meeting on each problem, the instructors would lecture on tax aspects of the problem. The students would then e-mail their questions to the instructors or the lawyer who wrote the problem, including requests for additional facts. The questions and answers were disseminated to the entire class. At the second class, the instructors discussed the students’ questions and lectured on additional legal issues. Several days before the third class, the teams would e-mail their solutions to the instructors and to the attorney so we would have an opportunity to examine their work before the next class. At the third class, the lawyer who drafted the problem would come and discuss with the students their solutions and why that path was not chosen. The lawyer would then explain the solution that was chosen. In a few of the problems, one of the teams got very close to the best solution. Video conferencing was used for one lawyer’s participation and for Terry in several classes.
The students enjoyed the class. They saw the creativity and skill that goes into transactional work and how exciting and intellectually stimulating law practice can be. They also saw how the doctrine and skills that they had learned in law school can be employed to solve problems. The students obtained an understanding of transactional practice and an enthusiasm for it.
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Program History:
This course was first offered in the Winter semester of 2003,and has not yet been offered again. There were 10 students and one LL.M student audited the course. Seven of the ten students were seniors, six of whom have graduated, and one will graduate this term and will then clerk for a Tax Court judge. One of the students was a foreign LL.M student who graduated and is now working on an S.J.D. program here at Michigan. All of the students had taken tax courses before taking this course. I may offer the course again next year. The student evaluations of the course were very favorable.
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Confidential Items:
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Expanded Program Description (Optional):
I believe that law schools have placed too much emphasis on theory at the cost of doctrinal and skill training. There should be some courses offered that require the students to deal with transactions and to anticipate and resolve the problems that exist or that may arise in those transaction. That is a very different exercise than examining a set of facts and arriving at a determination as to what the legal consequences are.
The students were required to do research to prepare their solutions to the assigned problems. They were encouraged to use several textual source materials, including Ginsburg and Levin, “Mergers, Acquisitions, and Buy-Outs” and Kahn and Lehman, “Corporate Income Taxation” (5th ed.).
I also think that law schools should do more to prepare students for the kinds of tasks in which they will engage when they graduate and to show students that law practice can be intellectually stimulating. I would like to see our students look forward eagerly to their professional lives. I designed the course described above in the hope that it would fulfill those goals, and I was pleased that the student response was enthusiastic.
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Supporting Materials:
I will send you by mail two of the problems that were assigned and a solution submitted by one of the student teams. I will also send you the statistical summary of the students’ evaluation of the course.