University of San Francisco School of Law
Partnership Taxation
Summer, 2015
SYLLABUS
Professor Josh Rosenberg
(415) 422-6413
Rosenbergj@usfca.edu
Text: Fundamentals of Partnership Taxation, 9th ed.
Grading Policies: Grades will be awarded based on a combination of class participation and the final
examination. The final exam will cover only what we do in class. It will be open book.
Assignments:
Assignments may well change during the course of the semester, depending on how quickly we
progress. We will do almost all of the assigned problems in class. When you do the reading, please
include as part of the assigned reading all of the code and regulation sections referred to in the text.
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ASSIGNMENTS: Please make sure to read the Code and Regulation Sections mentioned in the
book. These are part (often the most important part) of the assigned reading
Class 1, June 9
Introduction
1-10 (top)
17 (bottom)-19
21-30 (not on final)
84-86 (mid-page)
104 (bottom)-107 (mid-page)
The taxable year
101-103
Chapter 2: Formation
Formation
32-34
Rev. Rul. 99-5 (pp. 34-37) sit. 2 only,
38-39 Problem
Class 2, June 11
Liabilities
45-48 Problem, 48
48-52
52 Problem 1(a)-(c), 2
Contributions of Services
Capital Interest
53-61
75-77
61 Problem (before doing the problem as written in the book, do a version of the problem in which the
building was not owned by a partnership but was owned by A as an individual. Every place in the
problem where it says “the partnership,” substitute “A.” This will show you the results when there is
no pre-existing partnership. Then, when you do the actual problem, pay attention to the second full
paragraph on p. 77 to see how the results differ under the proposed reg.s if it is a pre-existing
partnership.
Profits Interest
71-74
75 Problems (answer under the new proposed regulations). What would the partnership have to do
under the new regulations to qualify for the safe harbor?
244-246 Taxation of Carried Interests
Chapter 3: Operations
104 (bottom)-107 (review)
Limitations on Losses
110-111
111 Problem (a)-(c)
Chapter 4: Allocations
Introduction,
124-125
Special Allocations
Code section 704(b)
Default Rule
156-158
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Economic Effect
134-145
Class 3, June 16
Economic Effect
134-145
161-162 Problem 1 (skip 1(f)-(i))
Substantiality
161 Problem 2
Nonrecourse Debt
162-172
172 Problem
Class 4, June 18
Nonrecourse Debt
162-172
172 Problem
Target Allocations
173-175
Liabilities
193-198
199-204
52 Problem 1(d)
Allocations where Partners Interests Vary
212-216
217 (last 2 lines only)-218
218 Problem 1(a)-(c)(ii)
Family Partnership Rules
219-220
Chapter 5: Transactions Between Partners and Partnerships
Payments for Services and the Use of Property
222-224 (only until Pratt), 227-229
Disguised Payments
230-235
235 Problem 2
Class 5, June 23
Guaranteed Payments
235-244
246 Problems 1(a)-(c), 2
Sales and Exchanges between Partners and Partnerships
248-253
253 Problem 3(a), (b), (e)
Chapter 6: Sales and Exchanges of Partnership Interests
The Seller
255-271
271 Problems 1, 2(a),(b) and (d)
The Buyer
279-287
287-288 Problems 1(a)-(e),(g)-(i), 2(a)
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Class 6, June 25
Review Problems
Class 7, June 30
Review Problems
Maybe in class 7
Chapter 7: Operating Distributions
Introduction
289-290
The Distributee
291-296
300 Problems 1, 3
301-303
Classes 8-11, July 2-July 15
Chapter 7: Operating Distributions
Introduction
289-290
The Distributee
291-296
300 Problems 1, 3
301-303
The Partnership
304-309
309 Problems (a), (b)
751(b)
315-322
324 Problems 1,2,4,5
Chapter 8: Liquidating Distributions and Terminations
Introduction
327-328
Liquidation of a Partner’s Interest
329-335
335 Problems 1(a)-(c), 3(a)
Section 736(a) Payments
335-347
347 Problems 1(a)-(d),(f), 2(a)
Liquidation vs. Sale
348-352
Problem, 357
Liquidation of a Partnership
357-362
362 Problem
363-368
368 Problem
Partnership Terminations Forced by Statute
381-388
Chapter 9: Death of a Partner
390-395
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Class 12, July 16
Review Problems
Class 13, July 21
Special Problems with Contributed Property
Allocations
175-191
191-193 Problems
Sales and Exchanges of Partnership Interests
288 Problem 3
Mixing Bowl Transactions
309-314
249-252 Review
314 Problem (a)-(e)
Class 14, July 23
Mixing Bowl Transactions
309-314
249-252 Review
314 Problem (a)-(e)
Review Problems
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