4. International Tax 3 (Course Leader: Roy Saunders, International Fiscal Services and Alan Cinnamon)

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1 Course Modules The MA in Taxation (Law, Administration & Practice) Whether the MA is to be completed in one or two years, each candidate must complete either 10 modules or 7 modules and a 12,000 word dissertation supervised by one of the course leaders. Each module comprises 24 hours of classroom time and is assessed by an extended essay written by students after the completion of the teaching in each course. Students are free to choose those course modules they wish to be assessed on, which means there are no core or required course modules. At the beginning of the academic year, students are asked to indicate their chosen course to the student administrator. If a student subsequently decides to change the selection, he or she is asked to notify the student administrator of the change. There follows an outline of each of the taught course modules. Some courses are offered only every other year. Those that are being offered for the academic year will be drawn from the following list. 1. Introduction to UK Taxation (Course Leader: David Salter) This course introduces students to the UK tax system. It is a particularly essential course for students who have not previously studied the UK tax system and who intend to take other courses on UK taxation. It will also serve as a refresher course for those who have previously studied the UK system, and an opportunity to look in depth at some general issues. The course covers: The sources of UK tax law and the impact of the European Union on the tax system Interpretation of tax legislation Approaches to tax avoidance The basic structure, principles and policies of: Income Tax, Corporation Tax, Capital Gains Tax; Inheritance Tax; VAT; and other taxes and duties (including national insurance contributions and stamp duties). The future direction of the UK tax system 2. International Tax 1 (Course Leader: Dr. Philip Baker, QC) This course introduces students to the general principles of international taxation. It is a foundation course for subsequent International Tax courses. The topics covered include: Comparative Tax Policy International fiscal law and policy History of international tax law Cross-border enforcement of tax debts Developing Countries and International Taxation Causes of International Double Taxation Methods of relief Indirect Taxation and International Tax Law International co-operation between tax administrations International Tax Issues for Multinational Groups 1

2 3. International Tax 2 (Course Leader: Dr. Philip Baker, QC) This course focuses on the operation of double taxation conventions (more colloquially referred to as tax treaties and often abbreviated as DTCs ). The emphasis is on the interpretation and application of DTCs, though students will also learn something about the negotiation of DTCs. The course includes the following topics: Introduction to the structure and operation of the principal model DTCs the OECD MTC and the UN MTC General provisions and definitions especially the definitions of resident and permanent establishment Business profits Arts. 7 and 9 OECD MTC Passive income Arts. 10, 11, and 12 OECD MTC Individuals Arts. 15, 16, 17 and 18 OECD MTC 2 Methods of relief from double taxation Art. 23 OECD MTC Non-discrimination Art. 24 OECD MTC Settlement of international fiscal disputes mutual agreement procedure Art. 25 OECD MTC The future role of DTCs 4. International Tax 3 (Course Leader: Roy Saunders, International Fiscal Services and Alan Cinnamon) The course focuses on international tax principles by studying the development of a green shoot company involved in optical lens manufacturing through the creation of overseas entities into a major multi-national company. Anti-avoidance measures will be examined together with double tax treaty provisions to help the decision making process as to where to incorporate a holding, licensing or financing company, and what issues to be concerned about when establishing business operations in a foreign country. The focus is on general principles: this is not a course in how to avoid tax through international transactions! 5. International Tax 4 (Course Leader: Professor Richard Vann, University of Sydney) This course has two main goals: Knowledge of the policy, practical issues and work processes underlying current specialised work by the OECD on tax treaties and its practical implications and applications; and Sophisticated analytical skills for applying tax treaties. Current OECD work on tax treaties forms the focus of the course. It is at the cutting edge of modern treaty problems and so analyses some of the most difficult problems in tax treaties. Topics include: The OECD and its processes, history and resources on tax treaties The new article 7 Business restructures High value services Expatriates (temporary residents, ESOPs, pensions) 2

3 The attribution of income to a person Companies and shareholders Partnerships and similar hybrids Collective investment vehicles Tax treaty non-discrimination: policy, history, recent developments Tax treaties and tax avoidance Developments in dispute resolution, exchange of information, assistance in collection 6. International Tax 5 (Course Leader: Arcotia Hatsidimitris, World Bank Group and IBFD and Lee Corrick, OECD) This course provides an overview of transfer pricing from both a theoretical and practical perspective using case studies to illustrate the key principles, with a focus on the OECD Transfer Pricing Guidelines for Multinational Enterprises and Tax Administrations. The course draws from areas such as economics, taxation, law, accounting, management and finance to emphasis the multidisciplinary nature of transfer pricing. Specifically the course covers: Fundamental Sources The Arm s Length Principle and Comparability Functional Analysis Transfer Pricing Methods Comparability analyses in practice Intra-group services Financing Intangible property Business restructurings Permanent Establishments Compliance issues Avoiding Double Taxation/Dispute Resolution 7. EU Tax Law 1 (Course Leader: Dr Tom O Shea, Queen Mary, University of London) The objective of this course is to introduce students to the EU rules relating to all forms of taxation. Emphasis is on the background to these rules in the Treaties and in the institutions of the Community, as well as on the measures taken so far to harmonise the tax systems of the Member States. The course also considers future directions for EU taxation, including draft directives and other proposals and provides a comprehensive analysis of the jurisprudence of the ECJ. The institutional and constitutional background The harmonisation of indirect taxes and other duties (other than VAT) The harmonisation of direct taxes State Aid and taxation The EC and international tax law The role of the ECJ in taxation matters The future directions of EC tax law 3

4 8. EU Tax Law 2 (Course Leader: Dr Adam Zalasiński, European Commission) The objective of this course is to improve students' independent ability to analyse the ECJ's case law as well as their knowledge of the Court's methodology. The course will be based on in-depth analysis of the basic concepts used in the EU direct tax case law. Furthermore, several branches of cases will be discussed, including those concerning: Relation of EU law and DTCs, Prevention of tax avoidance and tax abuse, Cross-border loss relief, Exit taxes, Taxation of passive income. 9. EU Tax Law 3 (Course Leader: Dr Tom O Shea, Queen Mary University of London) The third EU tax law course focuses on the tax directives and the related case law. The main tax directives examined on the course, include: The Parent Subsidiary Directive The Mergers Directive The Savings Directive The Interest & Royalties Directive The Mutual Assistance Directive The Recovery of Taxes Directive The Court s jurisprudence concerning these Directives continues to expand each year so it is imperative for tax adviser to remain on top of what the Court is saying about their provisions. Accordingly, this module complements the other EU modules. 10. Taxation of Trading Income (Course Leader: Imran Afzal, Gray s Inn Tax Chambers) The trading activities of companies, sole traders and partnerships are the most economically productive aspects of what businesses in general do. The income from trading activities is vitally important to the economy as a whole. Given that taxation is a key factor in all business decisions, taxing trading income is, therefore, about striking a balance between what seems fair and risking damage to economic productivity. The course begins by looking at both the theory and policy that informs the decision to tax trading income. The emphasis then shifts onto an analysis of the very detailed rules and principles that affect the self-employed, partnerships and corporations alike. Specifically, the course covers: Tax theory and policy The tax law distinction between income and capital The scope of trade, profession and vocation The relationship between tax accounting and financial/commercial accounting What sums constitute the tax base receipts The special position of trading stock and work-in-progress What sums can be excluded from the tax base deductions An overview of losses, capital allowances and R&D Tax Avoidance case-law and the proposed GAAR 4

5 11. Taxation of Corporate Finance (Course Leader: TBA) Corporate finance is a portmanteau subject, covering major activities carried on by banks and companies of all descriptions, in order to raise capital, return value to shareholders, and acquire, reorganise and dispose of businesses. The taxation of corporate finance provides a specialist subject in its own right, affords insight into the role of taxation in corporate decision-making and both deepens and widens general knowledge of taxation and commercial law. This course focuses on the UK tax treatment of debt, equity and derivative contracts. The aim of the course is to provide practical knowledge and insights into the rules and principles of corporate finance taxation and their impact on financing and investment decisions. It also aims to alert students to some of the most important theoretical debates surrounding the decision to tax corporate capital and the use of taxation as a means of regulating corporate behaviours. In particular, students will learn about the UK tax treatment of: trading and non-trading income earned through holding securities and lending money; and capital raised by issuing securities and borrowing money. Students will also acquire the ability to identify the tax implications of the most common corporate financing decisions and those corporate investment decisions that relate to shares and other financial instruments. 12. Taxation of Structured Finance (Course Leader: Dr Richard Collier, PWC) The course focuses on taxation of structured financial products and the topic is broken down into four main parts. First, non-tax building blocks of tax structured finance products are considered. This includes, especially, the development of derivatives, products and markets. Second, the relevant tax building blocks are analysed. Third, the response of the tax authorities to the development and use of complex tax driven products is considered, primarily on the basis of domestic responses. The fourth part considers the role played by supra national organisations (such as the OECD) in relation to these products. The course includes consideration of specific financial products as well as the wider policy issues that are relevant to this area. 13. UK Corporate Tax (Course Leader: Dr Peter Harris, University of Cambridge) This course considers the basic elements of the UK corporate tax system in a structural setting. The focus is on three artificialities that arise from the nature of a corporation: the artificiality of a corporation as an income deriving entity; the artificiality of a corporation as a source of income in the form of dividends; and the artificiality of shares in corporations as assets separate from the assets held by a corporation. The structure of the course is similar to Comparative Corporate Tax (run in alternate years) but with a UK focus and a different form of assessment. The course does not deal with generic income tax issues (applicable to both individuals and corporations), such as the calculation of trading income (see the course on that topic). Derivation: identifying corporations, group taxation, tax treatment Distribution: debt/equity distinction, hidden profit distributions, dividend relief Incorporation, transfer of shares, change of control Return of capital, share buy-backs, liquidation Bonus shares, convertibles, options, reconstructions, mergers, demergers Dividend and capital stripping, value shifting 5

6 14. Comparative Corporate Tax (Course Leader: Dr Peter Harris, University of Cambridge) This course considers the basic elements of corporate tax systems in a structural setting. The focus is on three artificialities that arise from the nature of a corporation: the artificiality of a corporation as an income deriving entity; the artificiality of a corporation as a source of income in the form of dividends; and the artificiality of shares in corporations as assets separate from the assets held by a corporation. The structure of the course is similar to UK Corporate Tax (run in alternate years) but this course is comparative, focusing on the corporate income tax systems of Australia, Germany, the UK and the US. The assessment is also different, being by way of research essay, which can compare aspects of the corporate tax systems of any countries provided at least one country is from the focus group of countries. The course does not deal with generic income tax issues (applicable to both individuals and corporations), such as the calculation of business income. Derivation: identifying corporations, group taxation, tax treatment Distribution: debt/equity distinction, hidden profit distributions, dividend relief Incorporation, transfer of shares, change of control Return of capital, share buy-backs, liquidation Bonus shares, convertibles, options, reconstructions, mergers, demergers 15. Comparative Tax Systems (Course Leader: Professor Chris Evans, University of NSW; and Andy Lymer, University of Birmingham) This course provides students with a comparative overview of the tax systems of various countries, with a view to developing a conceptual and practical understanding of the reasons why tax systems differ (and why they are sometimes so similar). The objectives of the course are to help students understand the characteristics that tax systems have in common, the areas in which tax systems differ, and the factors (legal, institutional, political, economic, social and cultural) that cause the similarities and differences. The course covers areas such as tax structures, tax at different government levels, different types of tax (including income taxes, consumption taxes, capital and wealth taxes, environmental taxes), tax operating costs, tax administration and tax policy making and reform. The course seeks to answer a series of key questions such as: why is income tax the dominant tax in so many developed countries whereas developing countries rely so heavily on indirect taxes; why do some countries have more tax expenditures than others; why have value added taxes, or derivatives of such taxes, become the dominant consumption taxes worldwide; why are there so many differences in the way countries tax corporate income and capital gains tax; why do so few countries have wealth taxes; what are the best types of tax for different levels of government; how do tax systems and revenue authorities best manage issues of complexity; what is the role of environmental taxes in modern tax systems; how are tax systems likely to develop in the future; and what are the keys to success in tax reform? 6

7 16. Introduction to US International Taxation (Course Leader: Jefferson VanderWolk, US Senate Committee on Finance) This course covers the principal features of United States federal income taxation of cross-border activities, including both inbound and outbound transactions, and both corporate and individual taxpayers. The aim is to provide students with a working knowledge of US tax concepts and terminology relevant to international transactions, as well as the main tax issues that arise under US law in respect of cross-border trade and investment. US income tax treaties and administrative practices are also covered, along with an overview of current US international tax policy initiatives in Congress and the Treasury Department. 17. Ethical Issues in Tax Practice (Course Leader: Dr Philip Baker, QC) This course focuses on some of the ethical issues that arise for those involved in the tax world, whether as tax advisors, in-house tax counsel, tax officials, or tax policy makers. The emphasis is on the classroom discussion of several scenarios that raise ethical issues. Guests are invited to the class to speak on related issues, including corporate social responsibility, and on the limits of acceptable tax avoidance. It is an opportunity for tax professionals (or potential tax professionals) to work through and think through some of the potential ethical issues they will face (or may already have faced) in practice. 18. Protection of Taxpayers (Course Leader: Dr Philip Baker, QC) This course focuses on the protection of taxpayers when dealing with revenue authorities, particularly protection under international conventions. The topic is considered partly from the point of view of the constraints that the rules for taxpayer protection place on the design of a tax system, and partly from the perspective of the taxpayer who is affected by the operation of the tax system. Introduction to the subject to taxpayer protection: significance of this subject for tax system design. The course covers the following topics: Protection under constitutional laws Protection under double taxation conventions Protection under the European Convention on Human Rights and other regional human rights instruments Protection under the International Covenant on Civil and Political Rights and other general human rights treaties The use of Taxpayers Charters and Taxpayers Bills of Rights Standard setting for revenue authorities 19. Value Added Tax (Course Leader: Philip Ridgway, Temple Tax Chambers) VAT raises a lot of revenue for the UK government. It is the UK s main consumption tax and the theory behind it might even be described as elegant. However, the problems on the ground caused by an uncertain tax base, varying rates and the failure to adopt either a universal destination or origin basis, contribute to the problems that the tax causes for HMRC and the taxpayer alike. At the European level, this course explores direct effect, procedural aspects, principles and avoidance. From a UK perspective, this course considers the nature of supplies (including exempt and zero-rated supplies), consideration and who constitutes a taxable person. 7