Over the past several decades, the nonprofit sector has grown dramatically in wealth and prominence. So has controversy over whether the benefits provided by nonprofit organizations justify their special statutory, regulatory, and tax treatment. In this seminar we will look at the legal environment in which American nonprofits operate in order to ask several questions: Who “owns” these organizations and their assets? Are they best characterized as public or private or both? How should they be governed? To whom are they accountable? Why have there been so many nonprofit scandals? In answering these questions we will look broadly at the sector through individual students’ selection and focus on particular organizations and readings designed to provide an overview of important subjects in nonprofit organization law. The course will focus on domestic nonprofits not classified as foundations.

Fall Term 2023. Over the past several decades, the nonprofit sector has grown dramatically in wealth and prominence. So has controversy over whether the benefits provided by nonprofit organizations justify their special statutory, regulatory, and tax treatment. Taught by Professor Taimie Bryant, this 3-unit seminar will look at the legal environment in which American nonprofits operate to ask several questions: Who owns these organizations and their assets? Are they best characterized as public or private or both? How should they be governed? When and why are they exempt from taxes? To whom are they accountable? Why have there been so many nonprofit scandals? In answering these questions, we will look broadly at the sector and more specifically at industries in which nonprofits play a large role such as health, education, and religion. The course will focus on domestic nonprofits. (Course taught regularly by Professor Bryant or Horwitz).

Taught by Professor Ellen Aprill, this 1-unit course will examine the extent to which various organizations exempt from income tax under the Internal Revenue Code can engage in various kinds of political activity, including lobbying, campaign intervention, and issue advocacy, and the rationales for the different limits for different kinds of exempt organizations The rules limiting lobbying and forbidding campaign intervention for public charities exempt under section 501(c)(3) will receive particular attention, but topics will also include the rules applicable to private foundations, section 501(c)(4) social welfare organizations, other noncharitable exempt organizations, section 527 political organizations, and political action committees regulated by the Federal Election Commission. In addition to the applicable rules, the course will include consideration of hotly contested issues in this area of law – the Johnson Amendment, the Tea Party dispute, and any current issues that are emerging in the 2024 campaign.

This course is intended to give students an understanding of the fundamental concepts underlying the U.S. income tax. The course will focus on the statutory framework of U.S. tax laws, certain principal and illustrative judicial authorities, and selected Treasury Department regulations and rulings. The course will include frequent discussion of federal tax policy, current tax issues and controversies, and the history and politics of the U.S. income tax.

Survey of the federal gift, estate, and generation skipping transfer taxes, with emphasis on the tax consequences of various methods of transferring wealth during life and at death. While there are no prerequisites, Federal Tax I and Wills and Trusts are recommended.

UCLA offers basic courses in Business Associations. A course in Business Associations is a foundational requirement in the Business Law Specialization. Different instructors have different emphases and may or may not branch out into aspects of securities law, the law of partnerships and limited liability companies, and other related bodies of law, as well as larger policy questions concerning the role of corporations and other forms of business organization in the modern world, but in all of UCLA’s Business Association courses the law regulating the internal governance of corporations and the rights and duties of directors, officers, and shareholders, including the Delaware General Corporations Law and the caselaw under that statute, is an essential part of the course.

The course begins with an introduction to basic accounting principles and how firms record transactions and summarize their economic activities. Having established this foundation, the course will then move on to consider the accounting for, and presentation of, specific financial statement elements including receivables, inventories, fixed assets, intangible assets, liabilities and contingencies, and revenue and expenses. Interspersed with the discussion of these specific financial statement elements will be presentation of the concept of the time value of money and its pervasive influence on accounting principles and economic decisions. The role and responsibilities of the independent auditor and the concept of full and fair disclosure of financial information as required by generally accepted accounting principles in the U.S.A. will also be introduced. Students with no quantitative training should be able to comfortably grasp the material because, at most, only basic high school-level algebra is needed.

This course surveys American employment law, with an emphasis on California law. We will not take a chronological, cradle to grave (i.e., hiring to firing) approach. Instead, we will address the subject as practicing lawyers typically view it, starting with major definitional questions like “who is an employee,” and what distinguishes employees from independent contractors (and why this matters so much to Uber drivers and others in the gig economy). We will then explore the major themes in employment law: the “at-will” doctrine and the right to terminate employment, the rights of whistleblowers, statutory guarantees for fair pay and decent working conditions, the common law duty of loyalty, employee rights to workplace privacy, and post-employment restrictive covenants such as no-compete agreements and trade secret disclosure limitations. Throughout, we will try to keep an eye on how these doctrines differ between the public and private sectors, and whether enforcement is available to private parties or limited to government agencies.