Grad Tax Course Descriptions


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LTX- 4049
Advanced Topics in International Tax
Elective (Planning Course)

This course will probe complex and cutting edge issues in U.S. international taxation for both inbound and outbound multinational businesses. Inbound topics will include advanced treaty concepts such as limitation on benefits and conduit financing, as well as branch profits tax, expense allocation, FIRPTA, and limitations on interest and other deductions. Outbound topics will include advanced foreign tax credit and credit limitation concepts, taxation of foreign losses, special rules applicable to the taxation of non-recognition transactions in the cross-border context, taxation of foreign currency transactions, and an introduction to transfer pricing concepts.

Prerequisites:  Intro to International Tax


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.



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.

PrerequisiteWealth Tax

Consolidated Returns and Affiliated Corporations

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


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


Corporate Tax Transparency

Tax transparency issues are among the most important topics faced by corporate tax departments, their advisors and outside auditors. If you plan to work for a Big 4 accounting firm, a corporate tax department, or a law firm that advises on corporate tax matters, you should seriously consider this course. This unique course will examine a variety of transparency issues and is divided into three modules: (i) financial statement accounting and disclosure issues (e.g., FIN 48 and FAS 109); (ii) Schedule UTP and tax specific privilege/work product issues; and (iii) misc. corporate transparency topics (Schedule M-3, IRS whistleblower rules, reportable transactions, etc.). After completing the first module, students should understand (i) that financial accounting drives many tax decisions rather than cash tax savings, (ii) how financial statement tax expense and tax reserves are determined, and (iii) how to read a tax footnote. After completing the second and third modules, students should have a working understanding of Schedule UTP, privilege, and the other miscellaneous transparency issues facing corporate tax departments.

Prerequisite: Core Curriculum or permission of the Director


Employee Benefits

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.

Prerequisite: Core Curriculum


Employee Benefits Law
Required for Employee Benefits Certificate 

This course deals with select areas of non-tax law which underpin the tax principles that affect employee benefits, e.g., employment law, labor law, and contract law. Course content is designed to interface with the non-tax content of the substantive employee benefits courses.   

Employee Benefit Certificate Students Only.


Executive Compensation
Elective (Planning Course)

The 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).

Prerequisite:  Core Curriculum


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


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

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.

Prerequisite: Core Curriculum


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LTX- 4047
Intro to International Taxation

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

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 Linda Vines.


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

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 Linda Vines


Internship-Villanova Law School Federal Tax Clinic

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 Linda Vines

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.


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


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 (may seek permission from the program to take courses simultaneously)


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: Core Curriculum


Post-Mortem Estate Planning
Elective (Planning Course) 

The course covers federal tax issues and many state probate law issues that arise in the settlement of a decedent's estate. The course is divided into four units. They include the use of disclaimers and/or the QTIP election to obtain the optimum marital deduction bequest, post death accounting problems encountered by owners of pass-through entities, income tax consequences of property distributions in satisfaction of bequests, and opportunities for estate tax deferral or special use valuation.

PrerequisiteWealth Tax


Probate Process and Practice
Required for Estate Planning Certificate Students 

This course examines practice and procedures before the Register of Wills and the Orphans' Court, in both routine and contested matters. It takes a practical approach and focuses on all aspects of estate administration with specific reference to the statutory provisions of the Pennsylvania Probate, Estates and Fiduciaries Code and the Pennsylvania Supreme Court and local Orphans' Court Rules. 

Estate Planning Certificate students ONLY.



Professional Responsibilities of Tax Practitioners


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 of Tax Practitioners 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.

Prerequisite: Tax Procedure  (LTX-2109)


Public Charities:  Law & Compliance

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

Prerequisite:  Core Curriculum


Qualified Pension and Profit Sharing Plans

This course emphasizes the tax requirements applicable to qualified pension and profit sharing plans. Eligibility, vesting and nondiscrimination requirements are addressed, as are employee benefit considerations in mergers and acquisitions, and investment of plan funds in employer stock. Contributions, deductions, and the taxation of distributions are also covered. An overview of labor law provisions and the insurance provisions of the Pension Benefit Guarantee Corporations is included.

Prerequisite: Core Curriculum


State and Local Taxation

This course deals with the taxation by state and local governments generally, with particular attention given to federal constitutional underpinnings of state and local taxation (primarily due process clause and commerce clause restrictions), multi-state income taxation of corporations and individuals, issues in sales and use taxation, and Pennsylvania Capital Stock/Franchise Tax issues.

Prerequisite: Core Curriculum


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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 caselaw. The course explores the fundamental tax concepts through a rigorous application of authorities to problems.

Prerequisite: Survey of Tax (LTX-1106)


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-1105)


Tax Issues in Bankruptcy

The course offers instruction in the tax aspects of bankruptcy for individuals, partnerships, corporations and S Corporations, and the tax treatment of troubled businesses from the debtor and creditor point of view. Because the course is designed to treat current issues of interest to the tax practitioner, course content is generally at the discretion of the instructor.



Tax Litigation Training

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. This course was last offered in a one-week format in 2008. 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.


Tax Planning for Real Estate Development
Elective (Planning Course) 

This course focuses on tax planning for real estate development, which includes evaluating the effect of income taxes on acquiring, developing and operating real estate. Topics include choice of entity issues for the ownership and development of real estate; tax accounting issues related to the acquisition and development of real estate; pre-opening expenditures; rental recognition issues for various rental arrangements; treatment of operating expense items, such as real estate depreciation, repairs and capitalization and real estate taxes; rehabilitation tax credits and charitable easements; subdivision and lot development planning and tax recognition issues; state and local tax planning; joint ventures with Tax Exempt Entities and Foreign Investors; and rental and business use of a residence.

Prerequisite: Core Curriculum


Tax Policy Seminar

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. 

PrerequisiteCore Curriculum


Tax Procedure

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.

Prerequisite: Tax II  (LTX-1105)


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.

Prerequisite: Core Curriculum


Tax Prosecutions & Civil Penalties

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.

Prerequisite:  Core Curriculum


Taxable Acquisitions

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


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: Core Curriculum


Taxation of Investment Entities

This course focuses on the special tax rules that apply to the formation, operation and taxation of various investments. Specifically, the class will analyze the tax requirements and tax treatment in operating and organizing regulated investment companies ("mutual funds"); real estate investment trusts ("REITs"); real estate mortgage investment conduits and fixed investment trusts, ("mortgage-backed and asset-backed securities"); and publicly traded partnerships ("hedge funds"). Additionally, the tax treatment of individual, corporate, tax-exempt and foreign shareholders will be analyzed with respect to each investment entity.

Prerequisite: Taxation of Corporations and Shareholders


Taxation of Real Estate Transactions

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.

Prerequisite: Core Curriculum


Taxation of S Corporations

This course is an analysis of the consequences of the formation, operation, liquidation and sale of S Corporations; planning for qualification of shareholder trusts, pass-through of items, distributions from corporations which have had C Corporation status, termination, death of shareholder, and debt-equity considerations. All of these consequences are examined in the context of the selection of an appropriate entity to conduct a trade or business.

Prerequisite: Taxation of Corporations and Shareholders


Taxation of Tax-Exempt Healthcare Organizations

This course addresses and analyzes various federal income tax issues applicable to contemporary transactions involving tax-exempt, non-profit healthcare organizations. Although the course will focus primarily on healthcare organizations, many or the principals covered are applicable to other types of organizations exempt from federal income tax. The course and the issues discussed will be from a transactional practitioner's perspective. As such, transactions will be analyzed to identify relevant federal income tax issues and to arrive at practical legal solutions. During the semester, real and hypothetical transactions involving the latest trends that drive today's healthcare transactions will be examined in the form of case studies and class problems.

Prerequisite:  Core Curriculum


Taxation of Trusts and Estates


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.

Prerequisite: Core Curriculum


Tax-Free Reorganizations


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.



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.

Prerequisite: Core Curriculum

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Disclaimer: Every attempt is made to ensure the information displayed on this page is accurate. However, the information contained herein is not to be considered official.  Changes may be made to courses and curriculum requirements.