TaxProf Blog

Theodore P. Seto (Loyola-L.A.)

• B.A. 1973, Harvard
• J.D. 1976, Harvard

Early in my career, defending a class action sex discrimination lawsuit on behalf of a Fortune 500 company, I was prepping the company’s VP for Customer Service. I began with the standard questions, including “Tell me about your background.” His answer shaped the way I’ve since thought about my life: “I decided long ago that I wanted to try as many different things as possible, and that I would therefore never hold any job for more than 5 years.” He had been in the OSS (predecessor to the CIA), a ward boss for the Republican Party, a road laborer, editor of two women’s magazines – and that was only the beginning. “Wow!,” I thought, “I’d hate to be your wife.”

I’ve never had his courage; I’m addicted to a regular paycheck. My resume reports only four jobs, all in law: clerk for Judge Walter Mansfield on the Second Circuit, associate at Foley, Hoag & Eliot in Boston, associate, then partner, at Drinker Biddle & Reath in Philadelphia, and associate professor, then professor, at Loyola Law School, Los Angeles. But those four jobs have allowed me to try lots of different things and post (perhaps) dubious achievements in lots of different areas.

The dubious achievements began at law school where, as executive editor of the law review, I completely rewrote the Bluebook, converting it from an inexpensive ($1) booklet you could keep in your back pocket into the massive reference work that gathers dust on your shelf today.

At Foley, I was given a choice between defending asbestosis cases and defending employment discrimination cases. I chose the latter. (I still count the 200+ page Proposed Findings of Fact I wrote in the case with which I began this bio as one of the best pieces of legal work I’ve ever done. We won. Dubious achievement?) Perhaps as consolation, I was allowed to head up plaintiff’s pro bono legal team in the Massachusetts school finance case, Webby v. Dukakis, technically decided in plaintiffs’ favor a decade later sub nom. McDuffy v. Secretary, 415 Mass. 545 (1993), but still seeking a remedy a quarter of a century later sub nom. Hancock v. Driscoll, No. 02-2978 (Mass. Sup. Ct.).

Unfortunately, I discovered that Perry Mason did not realistically depict the day-to-day life of a litigator. After three years, I switched to corporate law – which I didn’t like any better. So I took the GRE and began gearing up for a Ph.D. in Economics. Still addicted to that paycheck, however, I decided to make one last stab at law. Yup, I switched to tax. Much to my surprise, I found that I really enjoyed it.

When my then-wife was admitted to Temple’s Ph.D. program in clinical psych, I moved to the tax department at Drinker Biddle & Reath in Philadelphia. There my co-workers – ultimately my partners – included Hank Gutman and Eric Solomon. (I was a lesser light.) Dubious achievements continued. I blessed countless tax shelters. I wrote and signed the unqualified opinions, later validated in Rev. Rul. 90-27, 1990-1 C.B. 50, that made possible the first adjustable rate preferred and dutch auction rate preferred issuances. (The result was a flood of hybrid equity issuances in the 1990’s.) I also authored taxpayer’s briefs before the Third Circuit in Zarin v. Commissioner. (If you haven’t yet heard, we won.) In the meantime, a real achievement – my first child Kira, born in 1985.

Finally, in 1991, I found nirvana, a/k/a law teaching. I sweated bullets to produce my first two articles, but they placed well enough to get me tenure. Then I went off to Paris for a semester to figure out what to do with my new-found freedom.

Paris was good for me. I decided that I was really interested in two things: (1) where our values come from, and (2) the deep structure of our tax system. I developed an evolutionary model of values and began spinning out relatively short papers exploring its implications. I also helped found Loyola’s graduate tax program, with Ellen Aprill’s help pushing the concept past the Strategic Planning Committee, the faculty, the trustees, and finally the ABA. In five short years, we’ve built our program to the point where it’s ranked #9 in the country, with six full-time tax faculty members and some of the best adjuncts anywhere.

I also got remarried and began a second family. I proposed to my wife Sande Buhai on the Paris Metro; twins Samantha and Genevieve were born in 2002.

Recently, I’ve been working on a series of papers on how our tax system works. My tenure articles focused on that most fascinating of all topics – accounting. A forthcoming paper co-authored with Sande explores, among other things, tax base theory. Another looks at the related party rules. Another reconceptualizes the problem of defining the international boundaries of our tax system. Yet another offers my take on Zarin. (Yes, I saved all the files.) I’ve also founded a Center for Interdisciplinary and Comparative Jurisprudence, whose primary function to date has been to offer courses to Loyola faculty on philosophy, economics, and other law-related disciplines.

And that (I hope) is the beginning of my story. More to come. I doubt I will ever join the CIA, become a ward boss for any political party, or edit Cosmo. But thus far life is unfolding nicely.

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