Friday, January 5, 2018
Alina S. Ball (UC-Hastings) & Manoj Viswanathan (UC-Hastings), From Business Tax Theory to Practice, 24 Clinical L. Rev. 27 (2017):
The past decade has seen a dramatic increase in the number of business law clinics in legal academia. This increase in clinical transactional courses has not, however, resulted in a proliferation of transactional tax clinical offerings. Although tax issues, including federal, state, and local tax matters, are an integral consideration of nearly every business transaction, most business law clinics explicitly exclude tax representation from their client services. For clients of business law clinics that are social enterprises — companies that combine market-based business strategies and social mission — this lack of tax-focused representation is problematic for two reasons.
One, the taxing of social enterprises and other innovative social ventures continues to be a complicated and contested area of business tax, making the need for this type of business tax counsel more acute. Two, many students pursue careers in transactional tax law and want exposure to the transactional complexity that social enterprise clients present. By omitting tax issues from clinical representation, these students do not get the educational opportunities they desire. Thus, the vacuum in transactional tax clinical offerings is a detriment to both student learning and client access to justice, as clinical clients often have few alternative options for affordable transactional tax counsel. In this Article, we provide a novel clinical structure — a tax practicum embedded within a general corporate law clinic — that allows law students to focus their representation on transactional tax issues and simultaneously expands much needed tax counsel to social enterprise clients. Our practicum-clinic model can and should be adopted by other law schools across transactional practices to provide more holistic corporate representation and legal education to business-oriented students.