Curriculum and Course Descriptions

Through Villanova’s varied courses, students examine taxation from multiple perspectives—allowing exploration of how both the law and accounting affect the field’s ever-changing landscape.

The curriculum consists of six (6) required courses and numerous electives in all areas of taxation.

An LLM student requires a total of 24 credit hours, which consits of six (6) required courses and three (3) electives.

A MT student requires a total of 30 credit hours, which consists of six (6) required courses and six (6) electives.

A student can mix and match electives across practice areas, or opt for an in-depth examination of one specialty area of taxation leading to completion of a Certificate. You can also obtain a stand-alone Certificate without pursuing a full Master’s degree.   

 

 

All required courses are worth three (3) credits each.

LTX-1106
Survey of Tax

This course will introduce new Villanova Graduate Tax students to various tax practice areas, including tax policy, individual, employment, corporate, M&A, estate and gift, state and local, employee benefits, and international tax.  The principal goal of the course is to provide students with a basic understanding of the key concepts and issues within each practice area that will serve as a foundation for future study and practice.  The course also has three breakout sections during the semester.  One section where non-lawyers are introduced to the basics of law, and the other where the lawyers are introduced to the basics of accounting.

LTX-1107
Tax I

This course is an introductory course covering fundamental tax concepts in the individual income tax system, including gross income, deductions, basis, and character. It provides an exposure to sources of law, including the Internal Revenue Code, regulations, other administrative authorities and case law. The course explores the fundamental tax concepts through a rigorous application of authorities to problems.

LTX-1109
Tax II

This course builds on the material offered in Tax I, and is designed to introduce advanced individual income tax concepts to graduate tax students. Throughout the semester, the class will explore new income tax areas in the income tax and expand on previously covered materials from Survey of Tax Practice and Tax I, such as timing, depreciation, common law tax doctrines, and a greater focus on character. The course explores the advanced tax concepts through a rigorous application of authorities to problems.

Prerequisite: Tax I (LTX-1107)

LTX-5005
Professional Responsibilities in Taxation and Research & Writing

This course immerses students in the ethics, law, rules, discipline, customs, and practical problems that govern, guide, and constrain tax practitioners.  Those precepts and principles are explored in the contexts of advisers, advocates, adversaries, clients, and government officials by analyzing and comparing the distinct rules that govern lawyers and accountants.  Students in the Professional Responsibilities in Taxation and Research & Writing course will explore the range of communications used in tax practices that will presume a fundamental knowledge of sources of tax law and their correct usage that was gained in other courses. This course contains a research and writing component that will require students to apply and effectively communicate various tax authorities in situations they may encounter in actual practice. 

Students will be evaluated on their grasp of the material demonstrated by their participation in discussion, periodic written assignments, and quizzes testing their objective knowledge.  Consistent with actual practice, some assignments may be collaborative and require students to work in groups to produce the expected result.

LTX-2101
Taxation of Corporations and Shareholders

This course considers the tax consequences associated with corporate-shareholder relationships. Problems of corporate formation, non- liquidating distributions, redemptions and partial liquidations, liquidating distributions, and tax considerations in the sale of the corporate business are covered. The course explores the fundamental corporate tax concepts through a rigorous application of authorities to problems.

Prerequisite: Tax I and Tax II

LTX-2204
Partnership Taxation

This course addresses the tax treatment of partnerships and partners, problems associated with the formation, operation and dissolution of the partnership, sale of a partnership interest, termination, and retirement and death of a partner. Substantive issues discussed include definition of a partnership, allocation, the impact of ordinary income assets, basis adjustments, and the treatment of partnership liabilities. The course explores the fundamental partnership tax concepts through a rigorous application of authorities to problems.

Prerequisite: Tax I and Tax II

All elective courses are worth 2 credits each except as noted.

LTX- 2150
Accounting for Income Taxes/ASC-740
Elective

This course is designed to assist students and tax practitioners understand the financial accounting and reporting guidance related to the effects of income taxes that result from an entity’s financial activities during the current and preceding years.  ASC 740 was revised in October 2011 and codifies the guidance that was previously included in FAS 109, APB 23 and other FASB statements.  Specific topics addressed in the course include calculation of total income tax for financial reporting purposes, recognition of deferred tax assets and liabilities and the determination of a need for a valuation allowance, calculation and reconciliation of the effective tax rate, and footnote disclosure related to income taxes.  The course also covers FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes (“FIN 48”), and a variety of other topics and issues related to financial reporting of income taxes.

LTX-4021
Charitable Gift Planning
Elective (Planning Course)

This course provides the student with an opportunity to understand the positioning of charitable gift planning in the context of an integrated estate plan; to explore charitable gift planning opportunities by integrating broad areas of estate and financial planning issues important to high net worth individuals; and to gain insight in to the consulting and planning that is managed by development officers of charitable foundations and other similar philanthropic organizations.

Prerequisite:  Wealth Tax

LTX-3118
Consolidated Returns and Affiliated Corporations
Elective 

Detailed examination of the consolidated income tax return regulations and consideration of other problems encountered by affiliated groups of corporations.

Prerequisite:  Taxation of Corporations and Shareholders

LTX-3226
Corporate Tax Planning
Elective (Planning Course)

Advanced level corporate tax course in which student teams will be required to analyze a proposed transaction and prepare a ruling request or opinion letter for a client. The ruling request or opinion letter will be presented to the class by the teams. Transactions will be based on actual or proposed corporate acquisitions, dispositions, mergers, terminations or inter-corporate transactions. Each team will be expected to function as a group of tax associates, taking facts as given, defining the issues and presenting solutions. Problems assigned may require study of areas of corporate tax not covered in the prerequisite.

Prerequisite:  Taxation of Corporations and Shareholders

LTX-6245
Employee Benefits
Elective

This course covers the labor-law and tax aspects of the Employee Retirement Income Security Act (ERISA) coverage of employee pension and welfare benefit plans. Topics include reporting and disclosure, preemption, fiduciary responsibility and prohibited transactions. The Internal Revenue Code requirements relating to retirement-type plans (i.e., pension, profit sharing and stock bonus plans) will be covered generally. The course will also address PBGC coverage and multi-employer plans. In addition, some other benefits frequently included as part of an employer's benefits package will be considered. This course is also offered at the J.D. level.

LTX-5203
Employee Benefit Aspects of Business Transactions
Elective (Planning Course)

The course focuses on the basic decisions about designing, operating, amending, and terminating employee benefit plans that must be made in a variety of business contexts. The primary focus is on tax-favored benefits, such as pensions and health care. Fiduciary, accounting, and human relations factors are covered, along with relevant tax law. Topics covered include whether start-up companies should consider benefit plans; the use by employers of pension plans; limits on reducing benefits during business downturn; rights of employees to benefits when a benefit plan terminates.

Prerequisites:

  • Employee Benefits
  • Executive Compensation
  • Qualified Pensions and Profit Sharing Plans

LTX-4045
Executive Compensation
Elective (Planning Course)

This course concentrates on non-qualified deferred compensation, contribution limitations and benefit distribution opportunities with respect to qualified deferred compensation plans, fringe benefits including welfare benefit plans, non-discrimination tests, and all aspects of equity compensation including stock bonus plans and stock options (incentive stock options and non-statutory stock options).  Key tax, accounting, corporate law and securities considerations involved in the current executive compensation environment will be covered.  Course topics will include constructive receipt and related doctrines, and the provisions of Sections 83, 409A, 162(m) and 280G.  In addition, the course will address the various forms of equity compensation including stock options, restricted stock, restricted stock units, stock appreciation rights, phantom equity, and compensation arrangements in partnerships/LLCs.

LTX-2105
Fundamentals of Testamentary Estate Planning Techniques
(Formerly Estate Planning I)
Elective (Planning Course) 

This course deals with: (1) the prototype dispositive schemes for married and unmarried couples; (2) the use of inter vivos trusts in estate planning including the minor's trust, insurance trust and charitable trust; and (3) planning for the executive and business owner, business transition techniques and planning for individuals with special needs.

Prerequisite: Wealth Tax

LTX-2213
Fundamentals of Lifetime Estate Planning Techniques
(Formerly Estate Planning II)
Elective (Planning Course) 

This course deals with the examination of tax and financial aspects of various investments, including tax-exempt bonds, research and development shelters, oil and gas syndications, conventional (including low-income housing) and unconventional investments, charitable contributions, real estate, with a focus on at-risk, tax accounting, passive loss and interest and interest limitations, promoters' problems, valuation and similar issues.

Prerequisite: Wealth Tax

LTX 4027-30
Green Tax Planning
Elective 

The objective of this course is to provide student with an appreciation for the tax issues and opportunities raised in the context of climate change and sustainability. There will be a focus on applying traditional tax planning skills to tax fact patterns that are emerging as companies develop business strategies to manage risk and take advantage of new opportunities created by the emerging green economy. The course will consider issues from a federal, state and local, and international tax perspective. While no background in state and local or international tax is required, the course will cover some fundamental concepts in those areas so that the material will appropriately reflect the realistic challenges and opportunities that advisors and clients consider in this emerging area of tax practice.

All elective courses are worth 2 credits each except as noted.

LTX- 4047
Intro to International Taxation
Elective 

This course will introduce the basic rules of U.S. international taxation for both inbound and outbound multi- national businesses. The first half of the course will focus on inbound investment. Topics will include jurisdiction to tax, residency, character and source of income, structure for taxing passive and business income, and introduction to tax treaties. The second half of the course will focus on outbound investment. Topics will include anti-deferral provisions such as subpart F, foreign tax credits and credit limitation, and introduction to taxation of outbound transfers of property.

Prerequisite: Taxation of Corporations and Shareholders

LTX-3300
Negotiating and Drafting Tax Provisions in Corporate Acquisition Agreements
Elective (Planning Course) 

This course emphasizes the technical tax issues that arise in the context of negotiating and drafting tax related provisions in corporate acquisition agreements. Students will analyze such issues in the context of taxable asset acquisitions, taxable stock acquisitions, tax-free reorganizations, and selected alternative means of acquiring less than substantially all of the assets or stock of a target corporation. Specific analysis of provisions related to tax representations, tax indemnifications, tax covenants, tax elections, tax opinions, and tax disclosures will be addressed.

Prerequisite: Taxation of Corporations and Shareholders

LTX-4020
Negotiating and Drafting Tax Provisions in Partnership Agreements
Elective (Planning Course)

This course emphasizes the technical tax issues that arise in the context of negotiating and drafting tax related provisions in partnership agreements.

Prerequisite: Partnership Taxation

LTX-4040
Public Charities:  Law & Compliance
Elective 

This course is focused on the tax compliance obligations of a tax-exempt organization. The focus of the course is two-fold: (1) the information reporting required by the tax-exempt organizations as well as (2) the technical aspect of Unrelated Business Income ("UBIT") as it applies to IRC sec. 501(c)(3) corporations and 401(a) trusts. Students will examine relevant code sections, perform UBIT calculations and examine the income and expense reporting requirements on Form 990 and Form 990-T. Recent policy issues will be discussed.

LTX-3114
Qualified Pension and Profit Sharing Plans I
Elective 

The first course in a two-course series will emphasize the tax requirements applicable to qualified pension and profit sharing plans. Topics will include an Introduction to ERISA and the Code, Qualification Rules, Minimum Participation Requirements, Overall Coverage Tests, Minimum Vesting Standards, Accrued Benefit Requirements, Limitations on Qualified Defined Benefit and Defined Contribution Plans, Nondiscrimination Requirements, Minimum Funding Requirements and Deductibility of Employer Contributions.

LTX-3116
Qualified Pension and Profit Sharing Plans II
Elective 

The second course in a two-course series will emphasize the tax requirements applicable to qualified pension and profit sharing plans. Topics will include Distributions of Benefits and Loans, Taxation of Distributions from Qualified Plans and IRAs, Single Employer Plan Terminations, Determination Letters and Plan Disqualification, Cash or Deferred Arrangements, Tax Rules Applicable to Welfare Benefit Plans, Benefit Restrictions for Defined Benefit Plans, and Fiduciary Rules and Prohibited Transactions.

LTX-3112
State and Local Taxation: Basic Principles
Elective 

This course serves as an introduction to the basic principles of state and local taxation, and provides an overview to the various regimes of taxation used by state and local governments.  This course will identify and analyze the federal limitations on the powers of the state and local governments to tax business activity within their respective jurisdictions.  Topics of discussion with include the U.S. Constitution’s impact on a state’s ability to tax as limited by the Commerce Clause and the Due Process Clause, the Supreme Court’s view of nexus, and other federal statutes and regulations that affect a state’s ability to design a valid and legal taxing regime.  The course also includes introductory materials on substantive aspects of state tax laws in the areas of corporate income taxes and sales and use taxes.

This course constitutes one of the five courses required to earn the SALT Certificate, but it also serves as an excellent introduction to the area of state and local taxation that will enable a general tax practitioner to be aware of the SALT issues that affect all businesses. 

LTX-3120
State and Local Taxation: Income and Franchise Taxes
Elective 

The main focus of this course will be on the various state and local taxing regimes that affect businesses operating in corporate, pass-through and sole proprietorship format, with a primary emphasis on business income and franchise taxes.  Topics include nexus and methods to evaluate current in-state activities and contacts to determine if a filing requirement exists, the unitary business concept and principles and methodologies for apportionment and allocation of revenue, and restructuring approaches to achieve organizational efficiencies and cost savings.

 

LTX-3121
State and Local Taxation: Sales and Use and Indirect Taxes
Elective 

This course provides an in depth review of the basic statutory design and implementation of an indirect sales and use tax regime, and an understanding of a taxpayer’s reporting and compliance responsibilities.  The initial focus of the course will be to review and fully understand the Constitutional aspects of indirect taxation.  In addition, the course will address the challenges and approaches to applying the existing law with current and emerging business transactions that do not necessarily fit the tax profile of the past, such as internet sales.  Additional topics include real and personal property taxes, transfer taxes, value added tax (“VAT”), and abandoned and unclaimed property.

Prerequisite:  LTX-3112 State and Local Tax: Basic Principles

 

LTX-3127
State and Local Taxation: Controversy and Litigation Issues
Elective 

Increased pressure on state tax authorities to generate revenue has resulted in a growing number of examinations of returns and expanded audit activity, across all jurisdictions and types of tax. Frequently, this can mean significant adjustments with increased penalty potential to all forms of businesses.  This course addresses the various issues that must be considered when a state tax jurisdiction has commenced an audit examination or has issued an assessment.  The course will identify approaches for documenting and supporting taxpayer positions, and address strategies for managing the examination review, conducting the appeal and protest process, and planning the negotiation and litigation strategy.

Prerequisite: LTX-3112 State and Local Tax: Basic Principles

LTX-3128
State and Local Taxation: Advanced Issues in Business Transactions
Elective 

This course addresses the various SALT issues that arise in the context of a business transaction, such as the acquisition of an existing company, the spin off or disposition of a subsidiary company or division, or a merger of two or more companies.  In all of these situations, there is a significant amount of financial and tax due diligence required before the transaction is approved, and the SALT area is a major component of the tax due diligence analysis.  Topics addressed in this transaction oriented course include state and local tax transaction efficiencies, resulting state tax structures and profiles, state conformity issues and other transaction related issues.  In addition, the course will identify and discuss techniques and approaches used to uncover potential SALT liabilities and exposures.

Prerequisite: LTX-3112 State and Local Tax: Basic Principles

All elective courses are worth 2 credits each except as noted.

LTX-3124
Tax Litigation Training
Elective 

This innovative experiential and simulation-based litigation skills course is designed to teach participants how to handle a case in the United States Tax Court. It is patterned on similar training offered to new lawyers by the Office of Chief Counsel and will take the students through a complete Tax Court trial including calendar call, pretrial conference with the Court and motions practice. Many of the student arguments will be taped and replayed with an instructor providing individual feedback on the presentation and how to improve it. The trial exercises will be supplemented with lectures on a range of topics directly related to Tax Court litigation. Instructors include Chief Counsel attorneys, private practitioners and professors from Villanova Law School, all of whom have extensive trial experience in the Tax Court. This course is required for students wishing to receive a Certificate in Tax Controversy and is graded on a pass/fail basis. Registration available only through the GTP office.

LTX-3113
Tax Policy Seminar
Elective

This course is a study of legislative and administrative federal tax policy, but with an emphasis on practical real-world issues. Tax professionals should understand the tax policy process so they (i) understand why the internal revenue code is so complex and difficult to understand, and (ii) can adequately advise clients about the potential for change in our federal and state tax laws. Specific topics to be discussed will vary from year to year, but generally should include: (i) federal tax reform options; (ii) state and local policy issues, including the taxation of businesses without physical presence in a state, and (iii) administrative tax policy issues (e.g., IRS efforts to reduce the tax gap and the deference that should be given Treasury regulations. Students must complete a 25 page research paper and actively participate in discussions during class and on the Discussion Board. There is no examination. 

LTX-2109
Tax Procedure
Elective 

This course considers the rights and responsibilities of taxpayers before the IRS and in federal courts, with a focus on the overall mechanism of the voluntary compliance system and the enforcement of our federal tax laws.  The class explores the procedures applicable to both taxpayers and the IRS should there be a dispute concerning the proper amount of a liability or refund. It covers topics such as the structure of the IRS and federal court system, deficiency procedures, the rights of taxpayers in the Examination and Appeals functions of the IRS, the obligation to file a tax return, refund procedures, statutes of limitation, an overview of penalties and the IRS’s power as a creditor.

LTX-2209
Tax Procedure II - Collections
Elective 2

This new course covers a wide variety of federal collection procedural and legal issues, including the creation, scope, duration and priority of tax liens, the priority and dischargability of taxes in bankruptcy proceedings, offers in compromise, installment agreements, administrative and judicial proceedings, including collection due process, and transferee and responsible person liability.

 

LTX-3122
Tax Prosecutions & Civil Penalties
Elective 

This course addresses the legal and practical problems arising when criminal prosecution is or may be contemplated. These include government investigatory powers, taxpayer rights and privileges, the extent of civil and criminal penalty provisions, and the permissible limits of tax avoidance.

LTX-4012
Taxable Acquisitions
Elective 

This course is designed to address a variety of topics including: (1) the tax consequences of buying and selling a business, whether S corporation or C corporation, in corporate solution; (2) the impact the sale of an asset or stock has on the seller, as well as the areas of concern for the buyer; (3) installment sales; (4) Section 1060 impact on asset sales: (5) the impact of Section 197 on purchased intangibles: (6) whether a stock or asset sale is preferable, and the impact on pricing; (7) treating a stock acquisition like an asset acquisition for both federal and state tax purposes (Section 338 elections); (8) time value of money, and the imputed interest in deferred payments in assets or stock deals; (9) the rules for the calculation of OID on both fixed debt and contingent payments; and (10) Section 382 and 384 and the impact of change of control on tax attributes such as NOLs.

Prerequisite: Taxation of Corporations and Shareholders

LTX-3126
Taxation of Real Estate Transactions
Elective

This course focuses on the analysis of transactions affecting real estate, primarily as it relates to dispositions of real estate. The objective of the class is to identify and evaluate all taxable and tax‑deferred options and alternatives for owners of real estate. Topics include the use of REITs and Real Estate Funds as real estate investment entities, contributions of real estate to partnerships and the resulting issues, dealer versus investor determinations, debt financed distributions, installment sale reporting, depreciation recapture calculations, sale/leaseback transactions, distressed property workouts, Like-Kind Exchanges under  Sec. 1031, and Involuntary Conversions under Sec. 1033.

LTX-2203
Taxation of Trusts and Estates

Elective 

This course addresses federal income taxation of trusts and estates, including the decedent's final return, income and deductions in respect of a decedent, the conduit concept for taxing beneficiaries, the separate share rule, the throw-back rules, grantor trusts, and income tax deduction elections interrelated with the federal estate tax.

LTX-4014
Tax-Free Reorganizations

Elective 

The course will focus on the tax free acquisitive reorganizations. It will cover the various structures that qualify as 'reorganization' for purposes of Section 368 and the tax impact of the transactions to the corporations involved and their equity and debt holders. Reorganizations involving foreign corporations will be included. The course will also cover re-capitalizations that qualify as reorganizations and transactions that are mere changes in place of incorporation. Divisive reorganizations, section 355, will be introduced.

Prerequisites:

  • Taxation of Corporations and Shareholders

LTX-3111
Wealth Tax
Elective 2

This course will consider substantive provisions of federal estate and gift tax laws and the generation-skipping transfer tax provisions, including a review of issues relating to transfer with retention of an interest or power, joint interests, life insurance proceeds, property subject to powers of appointment, marital deductions and split gifts. The course explores the fundamental tax concepts through a rigorous application of authorities to problems.

LTX 4002
Internship-Internal Revenue Service, Office of the Chief Counsel
Elective 

Students work 10-12 hours per week under the direction of the Area Counsel or other designated attorneys in the Philadelphia Office of the Chief Counsel. The Chief Counsel's office provides legal advice on a broad range of matters to the Office of the Commissioner of the Internal Revenue Service, and represents the IRS in the United States Tax Court and the United States Bankruptcy Court. According to IRS Guidelines, interns may not be simultaneously employed in a job that results in a conflict of interest or an apparent or potential conflict of interest; therefore, the student may not work for another firm or organization (other than the law school) in any legal capacity during the internship semester.  Application deadlines: March 15: Summer ;  May 15:  Fall; October 15: Spring

*Applications (resume, transcripts and letter of interest) should be sent by e-mail in one .pdf to Meghan Petsko.

LTX 4015 
Internship-Pennsylvania Department of Revenue, Office of the General Counsel
Elective 

Students work 10-12 hours per week under the direction of an attorney in the General Counsel’s Office at the Pennsylvania Department of Revenue in Harrisburg, PA. Application deadlines: April 15: Summer; June 1: Fall; November 15: Spring.

*Applications (resume, transcripts and letter of interest) should be sent by e-mail in one .pdf to Meghan Petsko.

LTX-4003
Internship-Villanova Law School Federal Tax Clinic
Elective 

Students work 12 hours per week in four-hour blocks under the direction of the Director or Assistant Director of the Villanova Law School Federal Tax Clinic. The Tax Clinic represents low income taxpayers in controversies before the IRS and in court.

*A cover letter and resume should be sent by e-mail in one .pdf to Meghan Petsko.

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