William A. Klein

Richard C. Maxwell Distinguished Professor of Law Emeritus

  • A.B. Harvard, 1952
  • LL.B. Harvard, 1957
  • UCLA Faculty Since 1971

William A. Klein taught and wrote in the fields of business organizations and federal income taxation.

Before joining UCLA, Professor Klein clerked for Judge David L. Bazelon of the U.S. Court of Appeals for the D.C. Circuit. He then worked at the U.S. Department of Justice and for a Boston law firm, before teaching at the University of Wisconsin for ten years. His recreational activities include running, skiing, and fly fishing.

Professor Klein has co-authored: Business Organization and Finance (11th ed., with Coffee and Partnoy, 2010); Federal Income Taxation (15th ed., with Bankman, Shaviro, and Stark, 2009); Business Associations, Cases and Materials on Agency, Partnership, and Corporations (9th ed., with Ramseyer and Bainbridge, 2015); and Agency, Partnerships, and Limited Liability Entities (3d ed., with Ramseyer and Bainbridge, 2012). His recent articles focus on the legal organization of economic activity.


  • Books
    • Business Associations: Cases and Materials on Agency, Partnerships, and Corporations (with Stephen Bainbridge and J. Mark Ramseyer). 9th ed. Foundation Press (2015).
    • Agency, Partnerships, and Limited Liability Entities (with Stephen M. Bainbridge and J. Mark Ramseyer). 3rd ed. Foundation Press (2012).
    • Business Organization and Finance: Legal and Economic Principles (with John C. Coffee, Jr. and Frank Partnoy). 11th ed. Foundation Press (2010).
    • Federal Income Taxation (with Joseph Bankman, Daniel Shaviro and Kirk Stark). 15th ed. Aspen Law & Business (2009).
    • Policy Analysis of the Federal Income Tax: Text and Readings. Foundation Press (1976).
  • Articles And Chapters
    • Martin v. Peyton: Rich Investors, Risky Investment, and the Line between Lenders and Undisclosed Partners, in Corporate Law Stories, (edited by Mark Ramseyer, Foundation Press, 2008). Full Text
    • Economic Organization in the Construction Industry: A Case Study of Colloborative Production Under High Uncertainty (with G. Mitu Gulati), UCLA School of Law Working Paper Series, Law & Economics (Aug. 22, 2003). Full Text
    • When a Workers’ Cooperative Works: The Case of Kerala Dinesh Beedi (with G. Mitu Gulati and T.M. Thomas Isaac), 49 UCLA Law Review 1417-54 (2002). Full Text
    • Compaq v. Commissioner – Where is the Tax Arbitrage? (with Kirk J. Stark), 12 Tax Notes International 1353-59 (2002). Abstract
    • Connected Contracts (with G. Mitu Gulati and Eric M. Zolt), 47 UCLA Law Review 887-948 (2000). Full Text
    • Investment Alternatives and Tax Vehicles: Accumulations and Payouts Compared, 78 Tax Notes 1707-12 (1998).
    • High-yield (“Junk”) Bonds as Investments and as Financial Tools, 19 Cardozo Law Review 505-10 (1997). Abstract
    • Business Form, Limited Liability, and Tax Regimes: Lurching Toward a Coherent Outcome? (with Eric M. Zolt), 66 University of Colorado Law Review 1001-41 (1995).
    • Tailor to the Emperor with No Clothes: The Supreme Court’s Tax Rules for Deposits and Advance Payments, 41 UCLA Law Review 1685-735 (1994).
    • The Call Provision of Corporate Bonds: A Standard Form in Need of Change (with C. David Anderson and Kathleen McGuinness), 18 Journal of Corporation Law 653-96 (1993).
    • Bondholder Coercion: The Problem of Constrained Choice in Debt Tender Offers and Recapitalizations (with John C. Coffee, Jr.), 58 University of Chicago Law Review 1207-73 (1991).
    • Tax Effects of Nonpayment of Child Support, 45 Tax Law Review 259-82 (1990).
    • Accurate Taxation of Long-Term Debt: Taking into Account the Term Structure of Interest (with Joseph Bankman), 44 Tax Law Review 335-48 (1989).
    • Tax Accounting for Future Obligations: Basic Principles Revised (with Daniel I. Halperin), 38 Tax Notes 831-36 (1988).
    • Tax Accounting for Future Obligations: Once More (with Daniel I. Halperin), 39 Tax Notes 266 (1988).
    • Tax Accounting for Future Obligations: Basic Principles (with Daniel I. Halperin), 36 Tax Notes 623-34 (1987).
    • The Put-Up-Or-Shut-Up Strategy in Business Negotiations, 17 UC Davis Law Review 341-58 (1983).
    • The Modern Business Organization: Bargaining under Constraints, 91 Yale Law Journal 1521-64 (1982).
    • Timing in Personal Taxation, 6 Journal of Legal Studies 461-81 (1977).
    • The Convertible Bond: A Peculiar Package, 123 University of Pennsylvania Law Review 547-73 (1975).
    • The Definition of “Income” under a Negative Income Tax, 2 Florida State University Law Review 449-87 (1974).
    • Tax Deductions for Family Care Expenses, 14 Boston College Industrial and Commercial Law Review 917-41 (1973).
    • Income Taxation and Legal Entities, 20 UCLA Law Review 13-74 (1972).
    • Discussion Paper, in Problems in Choosing Family Unit Rules for a Negative Income Tax, (Univ. of Wisconsin, Institute for Research on Poverty, 1970).
    • Familial Relationships and Economic Well-Being: Family Unit Rules for a Negative Income Tax, 8 Harvard Journal on Legislation 361-405 (1970).
    • A Model Statute Reflecting the Recommendation of the President’s Commission on Income Maintenance Programs (with Joel F. Handler), in The President’s Commission on Income Maintenance, Technical Studies, 293-316 (GPO, 1970).
    • The Negative Income Tax: Accounting Problems and a Proposed Solution (with Michael R. Asimow), 8 Harvard Journal on Legislation 1-31 (1970).
    • Income Taxation and Commuting Expenses: Tax Policy and the Need for Nonsimplistic Analysis of “Simple” Problems, 54 Cornell Law Review 871-96 (1969).
    • The Deductibility of Transportation Expenses of a Combination Business and Pleasure Trip: A Conceptual Analysis, 18 Stanford Law Review 1099-118 (1968).
    • Some Basic Problems of Negative Income Taxation, 1966 Wisconsin Law Review 776-800 (1966).
    • The Incidence of the Corporation Income Tax: A Lawyer’s View of a Problem in Economics, 1965 Wisconsin Law Review 576-605 (1965).
    • Income Averaging for Tax Purposes: Sources of a Statutory Solution (with Edward A. Wiegner), 60 Northwestern University Law Review 147-73 (1965).
    • Federal Income Tax Reform: A Reaction to Professor Blum’s Twenty Questions, 42 Taxes 175-79 (1964).
    • A Proposal to Simplify the Income Tax Rate Structure, 1964 Wisconsin Law Review 539-48 (1964).
    • An Enigma in the Federal Income Tax: The Meaning of the Word “Gift”, 48 Minnesota Law Review 215-63 (1963).
    • Book Review, 29 University of Chicago Law Review 423-31 (1962). Reviewing The Ideologies of Taxation, by Louis Eisenstein; and Federal Tax Reform: The Issues and a Program, by Dan Throop Smith.
    • Borrowing to Finance Tax-Favored Investments, 1962 Wisconsin Law Review 608-36 (1962).
    • The Defense of Privilege in Defamation Suits Against Government Executive Officials (with Joel F. Handler), 74 Harvard Law Review 44-79 (1960).