International-Tax-II-Syllabus-Spring-2024-12_17_23-002

International Tax II (Taxation of Outbound Transactions) Professor Mindy Herzfeld University of Florida Levin College of Law Graduate Tax Program Syllabus Spring Semester 2024

Professor Mindy Herzfeld International Tax II Spring Semester 2024 International Tax II Course # LAW 7615 Professor Mindy Herzfeld Office: 374 Phone: 352-273-0932 Office Hours: Mondays: 1PM-3PM A. Summary of the Course This course considers the tax implications for U.S. persons of investments overseas. For the first half of the course, we will focus on becoming familiar with the applicable code sections and other relevant authorities. For the second half of the class, we will analyze the law in connection with the types of questions faced by multinational companies and by individuals and investment funds engaging in cross-border transactions. B. Objectives of the course This course has a number of objectives: 1. To gain an understanding of the U.S. tax rules that apply to U.S. persons on investments overseas; 2. To understand the planning opportunities these rules present; 3. To appreciate the analysis required to approach a complex cross-border transaction; 4. To develop presentation and writing skills necessary to engage in the practice of international taxation; 5. To understand the potential for future regulatory changes. C. Course Materials : Access to an Internal Revenue Code and Treasury Regulations is required and must be brought to each class. Hard copies are highly recommended. Each class assignment will include reading assignments from primary sources (Code, regulations, or possibly US Model Treaty). Primary source readings are mandatory. Each class assignment will also note secondary source readings from both International Taxation in a Nutshell (13 th edition) and from Bittker & Lokken, Fundamentals of International Taxation (2020-2021 ed.) . The most recent edition of International Taxation in a Nutshell has been ordered to the bookstore (and is also available on Amazon) and I will also leave my personal copy on reserve in the library. The book is also available for free through the West Study Aid resource; you can contact the library for assistance in accessing if you are not familiar with the site. Note that prior editions (used) that are available through online booksellers may not reflect current law. Required Course Materials are: Internal Revenue Code and Regulations (including final, temporary and proposed). Herzfeld, International Taxation in a Nutshell, 13 ed. 2

Professor Mindy Herzfeld International Tax II Spring Semester 2024 J. Class schedule . This course will meet for the first 7 weeks of the semester, on the following days / times. Some of the meetings will be via zoom Please note carefully online / in- person meetings, additional class-time in some cases, and invited guests. Other information about UF Levin College of Law policies, including compliance with the UF Honor Code, Grading, Accommodations, Class Recordings, and Course Evaluations can be found at this link: https://ufl.instructure.com/courses/427635/files/74674656?wrap=1 Wednesday, Jan 17: 9:40AM-11:50AM Monday, Jan 22: 9:40AM–11:50AM Wednesday, Jan 24: 9:40AM–11:50AM Monday, Jan 29: 9:40AM-11:50 AM Wednesday, Jan 31: 9:40AM–11:50AM Monday, Feb 4: 9:40AM-11:50AM ONLINE Wednesday, Feb 6: 9:40AM-11:50AM ONLINE Monday, Feb 12: 9:40AM-11:50AM ONLINE Wednesday, Feb 14: 9:40AM-11:50AM ONLINE Monday, Feb 19 9:40AM -11:50AM Wednesday, Feb 21: 9:40AM-11:50AM Monday, Feb 26: 9:40AM-11:50AM Class Readings/Assignments Class 1: Wednesday, January 17 Topic 1: Intro to Outbound Taxation; Entity Classification Topic 2: The Foreign Tax Credit in a State of Flux Primary sources reading : 1. Reg. § 301.7701-1, -2, -3 2. IRC §§ 901(a) and (b); 903, 905 3. Reg. §§ 1.901-1, -2, 1.903-1 4. Notice 2023-80, Section 5 5. Pre-2021 Reg § 1.901-2, 1.903-1 instructions below: On Tax Notes Research , there’s a “tile” for the archived regs at the bottom of the third column on the home page (1). When you get to the archived regs page, you can set the year with a dropdown (2).  The archive is as of Dec. 31 of that year. Then you can enter the reg number (Reg. 1.901-2) in the text box, and click the orange arrow (3). OR TRY THESE SOURCES:  Westlaw Code of Federal Regulations - Historical 4

Professor Mindy Herzfeld International Tax II Spring Semester 2024  eCFR : Enter reg citation then select "Go to Date" in the left column. Note: for both of these the citation entered should be 26 CFR 1.901-2 ,  bc they are searching the CFR, not just Title 26 Secondary sources reading (for reference): 1. Nutshell, Chapter 8, 10.01-06 2. Bittker & Lokken: ¶ 72.1, 72.2, 72.3, 72.4, 72.5, 72.6.1 I have also posted in Canvas an excerpt from the 12 th edition of International Tax in a Nutshell that discusses the prior (withdrawn) regulations . Class 2: Monday, January 22 Topic 1: Subpart F: Controlled Foreign Corporations Topic 2: Defining Subpart F Income, Section 956 Primary Sources reading : 1. IRC §§ 951; 952, 954(a),(b),(c), 956, 957, 958 2. Reg. §§ 1.951-1(a)(1)-(2), -1(b)(1), -1(e)(1), (2), -1(g) 3. Reg. § 1.952-1(a) 4. Reg. § 1.954-2(a)(1)-(5) 5. Reg. § 1.954-3(a) 6. Reg. § 1.954-4 7. Reg. § 1.956-1(a) Secondary sources reading (for reference) 1. Nutshell Chapter 9.01-9.03 2. Bittker & Lokken ¶ 69.1, 69.2, 69.4.1-4, 69.5, 69.6, 69.9, 69.10, 69.12 3. BNA Portfolios 926, 6220, 6240 Class 3: Wednesday, January 24 More on Subpart F + GILTI: Topic 1: Calculating Subpart F Inclusions, Partnerships, Basis Adjustments, PTEP, Transition Tax, Individual Elections Topic 2: GILTI Primary Sources reading : 1. IRC §§ 951, 951A, 952, 956, 959, 961, 962, 964(a), skim 965(a), (b) 2. Reg. §§ 1.951A-1, 1.951A-2(a)-(c)(4), 1.951A-3(a)-(c), 1.951A-5, 3. Reg. §§ 1.952-1(b), -1(c), -1(e), -1(f) 4. Reg. § 1.954-1(a)-(f) 5. Reg. § 1.959-1(a)-(b), -2(a), -3(a) Secondary Source Reading: (for reference) 5

Professor Mindy Herzfeld International Tax II Spring Semester 2024 Topic 1 Primary sources reading : 1. IRC §§ 59A, 55(b), 56A, 59(l) 2. Reg. §§ 1.59A-3 3. OECD Pillar 2 Model Rules, chapters 1-5, and 10. available at https://www.oecd.org/tax/beps/tax-challenges-arising-from-the-digitalisation-of-the-economy- global-anti-base-erosion-model-rules-pillar-two.htm Topic 2 Secondary sources reading (for reference) 1. Nutshell Chapter 4.10, 14.04 2. Bittker & Lokken ¶ 66.10 3. Jasper Cummings, The 2022 Corporate AMT , 176 Tax Notes Federal 2005 (Sept. 26, 2022) 4. Mindy Herzfeld, Do GILTI + BEAT + BMT = GloBE? 50 Intertax 888-897 (2022), available at SSRN: https://ssrn.com/abstract=4404283 Topic 2 Primary Sources Reading 1. IRC §§ 367, 1248, 7874 2. Reg. §§ 1.367(a)-3, 1.367(d)-1T Topic 2 Secondary Sources Reading Class 7: Wednesday, February 7 (MEETING ONLINE) Topic 1: Foreign Currency Topic 2: PFICs Primary Sources Reading : 1. IRC §§ 59A, 985, 986, 987, 988, 989 2. IRC §§ 1291, 1293, 1297 Secondary Sources (for background) 3. Nutshell Chapter 9.09, Chapter 12 5. Bittker & Lokken Bittker & Lokken ¶ 74.1-74.7, 66.10 Class 8: Monday, February 12 (MEETING ONLINE) Topic 1: PTEP problem set [to be posted on canvas prior to class] Guest Presenter Amanda Previn, Steptoe, Washington DC Reading : IRC § 959, Reg. § 1.959-1, 1.959-2 Topic 2: FTC Regs Case Study [to be posted in canvas prior to class] 7

Professor Mindy Herzfeld International Tax II Spring Semester 2024 Guest Presenters Gary Sprague, Baker McKenzie, and Kevin Nichols, Uber Reading: Review reading for FTC lecture (Class 1), in particular, Reg. § 1.901-2 (pre-2022 version and current final regulations), and Notice 2023-80 Class 9: Wednesday, February 14 (MEETING ONLINE) Topic 1: Outbound IP Transfer Problem Set [to be posted in canvas prior to class] Guest Presenter Nita Asher, PwC Reading: IRC §§ 367(a); 367(d); 865; Reg. § 1.367(d)-1, -1T; Review readings on FTC (IRC § 904(d); and FDII IRC § 250) Topic 2: Supply Chain Structuring Guest Presenter: Michael Steinsaltz, Deloitte Reading: IRC §§ 954, Reg. § 1.954-3 Class 10: Monday, February 19 Topic 1: Problem Set: Reg. § 1.245A-5 Guest Presenter Hans Tanzler (International Tax Director, FIS, Jacksonville Reading for Topic 1 1. IRC §§ 245A, 951(a)(1), 951(a)(2)(B), 954(c)(6), 959(c) 2. Reg. §§ 1.245A-5, 1.951-1(b) 3. Preamble, T.D. 9865 Topic 2: Case Study: M&A Presenter: Devon Bodoh, Weil Gotshal Reading for Topic 2 : IRC §§ 367(a); 367(b); 1248; 7874 Class 11: Wednesday, February 21 Topic 1: FDII Problem Set [to be posted in canvas prior to class] Guest Presenter Scott Klein, BDO Miami Reading : review reading for FDII lecture, Topic 2: Case Study, GILTI and Entity Classification + Pillar 2 Guest Presenter James Sanderson, KPMG, Miami Reading for Topic 2 1. IRC § 951A 2. Reg. §§ 1.951A-2(c)(7), 1.861-9T. 8

Professor Mindy Herzfeld International Tax II Spring Semester 2024 University Policy on Accommodating Students with Disabilities: Students requesting accommodation for disabilities must first register with the Dean of Students Office (http :// www .ds o .ufl .edu /drc / ). The Dean of Students Office will provide documentation to the student who must then provide this documentation to the Office of Student Affairs when requesting accommodation. You must submit this documentation prior to submitting assignments or taking the quizzes or exams. Accommodations are not retroactive, therefore, students should contact the office as soon as possible in the term for which they are seeking accommodations. University Policy on Academic Misconduct: Academic honesty and integrity are fundamental values of the University community. Students should be sure that they understand the UF Student Honor Code at http :// www .dso .ufl .edu / students .php . **Netiquette: Communication Courtesy: All members of the class are expected to follow rules of common courtesy in all email messages, threaded discussions and chats. [Describe what is expected and what will occur as a result of improper behavior] http://teach.ufl.edu/docs/NetiquetteGuideforOnlineCourses.pdf Getting Help: For issues with technical difficulties for E-learning in Sakai, please contact the UF Help Desk at: ● Learning - support @ ufl .edu ● (352) 392-HELP - select option 2 ● https :// lss .at .ufl .edu / help .shtml ** Any requests for make-ups due to technical issues MUST be accompanied by the ticket number received from LSS when the problem was reported to them. The ticket number will document the time and date of the problem. You MUST e-mail your instructor within 24 hours of the technical difficulty if you wish to request a make-up. Other resources are available at http :// www .distance .ufl .edu / getting - help for: Counseling and Wellness resources Disability resources Resources for handling student concerns and complaints Library Help Desk support Should you have any complaints with your experience in this course please visit http://www.distance.ufl.edu/student-complaints to submit a complaint. Recordings of class discussions 10

Professor Mindy Herzfeld International Tax II Spring Semester 2024 Students are allowed to record video or audio of class lectures. However, the purposes for which these recordings may be used are strictly controlled. The only allowable purposes are (1) for personal educational use, (2) in connection with a complaint to the university, or (3) as evidence in, or in preparation for, a criminal or civil proceeding. All other purposes are prohibited. Specifically, students may not publish recorded lectures without the written consent of the instructor. A “class lecture” is an educational presentation intended to inform or teach enrolled students about a particular subject, including any instructor-led discussions that form part of the presentation, and delivered by any instructor hired or appointed by the University, or by a guest instructor, as part of a University of Florida course. A class lecture does not include lab sessions, student presentations, clinical presentations such as patient history, academic exercises involving solely student participation, assessments (quizzes, tests, exams), field trips, private conversations between students in the class or between a student and the faculty or lecturer during a class session. Publication without permission of the instructor is prohibited. To “publish” means to share, transmit, circulate, distribute, or provide access to a recording, regardless of format or medium, to another person (or persons), including but not limited to another student within the same class section. Additionally, a recording, or transcript of a recording, is considered published if it is posted on or uploaded to, in whole or in part, any media platform, including but not limited to social media, book, magazine, newspaper, leaflet, or third party note/tutoring services. A student who publishes a recording without written consent may be subject to a civil cause of action instituted by a person injured by the publication and/or discipline under UF Regulation 4.040 Student Honor Code. 11