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.

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.

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.

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)

Professional Practice and Tax Procedure

This course provides a working knowledge of federal tax procedure that is essential for all tax practitioners, including those who concentrate tax planning, tax compliance, or tax controversy.  You will be introduced to the players in the tax system and the organizational structure, personnel, and authority of the Internal Revenue Service.  We will study the published guidance process, tax return filing requirements, assessments, tax audits, summonses, deficiencies, claims for refund, statute of limitation, penalties, interest, and the administrative dispute resolution process.

Although we focus on tax practice at the administrative level, we will introduce you to the options for litigating tax disputes which may impact the client’s decision making.  The course also presents common ethical issues confronting today’s tax practitioners starting with an acknowledgement that while there is a duty of competence, loyalty, and confidentiality owed to the client there is also a compelling professional duty owed to “the tax system.”   Our guiding principles will be derived collectively from Treasury Department Circular No. 230 and the standard of practice found in the ABA Model Rules and the AICPA Standards of Tax Practice.

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 (LTX-1107) and Tax II (LTX-1109)

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 (LTX-1107) and Tax II (LTX-1109)

LTX 1050: Tax Research & Legal Reasoning (MTs only, 0 credits, no tuition)

Designed to provide a strong base in tax research and writing for Master of Taxation students in the Graduate Tax Program, this seminar course examines the primary source of income tax law, and introduces the various research methodologies, techniques, and practices used for in-depth analysis of tax issues. Students are also provided an opportunity to develop and enhance their writing skills, with emphasis on evaluation of facts, analytical reasoning and communication of conclusions.  

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

LTX- 2150
Accounting for Income Taxes/ASC-740

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.

Prerequisites: Taxation of Corporations and Shareholders (LTX-2101)

This course will address some of the more contentious areas of tax controversy practice beginning with the collection of federal tax liabilities. All aspects of federal tax collection will be explored in significant detail. Coverage includes federal tax liens, administrative and judicial collection enforcement procedures, offers in compromise and installment agreements, collection due process, collection in bankruptcy cases, and collection from non-taxpayer third parties. The course also examines tax crimes. Discussions include how to limit the potential for a civil tax examination evolving into a criminal tax investigation, the role of IRS Special Agents, potential defenses and strategies, and residual civil tax consequences. Finally, the course will address current priorities of IRS in combatting non-compliance with reporting requirements relating to offshore financial accounts.

Prerequisites: Professional Practice and Tax Procedure (LTX-5005)

Advanced Topics in Employee Benefits

The course addresses issues that arise in a variety of business contexts. The primary focus is on tax-favored benefits, including  pension funds, 401(k) plans and health care, as well as stock plans.  The course will address the disposition of arrangements in the context of mergers and acquisitions;  benefits for start-up businesses; pension plan funding;  and fiduciary conduct.

Prerequisites: Employee Benefits (LTX-6245)

LTX 3101 Business Life Cycle Tax Issues

This course involves an in-depth overview of tax issues involved in the life cycle of a business enterprise.  The course starts with choice of entity decisions that impact the organization and creation of a business.  It also addresses tax concerns involved with the financing and operations of the business, including distribution strategies and approaches to employment compensation. The course culminates with an analysis of tax efficient conversion techniques, liquidation and exit options, and estate and wealth tax strategies.

Pre-Requisites: Taxation of Corporations & Shareholders (LTX 2101)

Charitable Gift Planning

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.

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 (LTX 2101)

Corporate Tax Planning

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 2101)

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.

Executive Compensation

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.

Prerequisite: Employee Benefits (LTX 6245)

Fundamentals of Testamentary Estate Planning Techniques
(Formerly Estate Planning I)

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 3111)

Fundamentals of Lifetime Estate Planning
(Formerly Estate Planning II)

This course deals with the development of a lifetime and testamentary dispositive scheme for the owner of a business. All three federal transfer taxes (estate, gift and generation skipping tax), and the federal income tax are considered. Areas emphasized are: retirement distributions, liability protection, buy-sell agreement provisions, the use of life insurance techniques, valuation freezes, gift-giving techniques, marital deductions, deferring estate tax under I.R.C. sec. 6166 and I.R.C. sec. 303 redemptions and other post-mortem considerations.

Prerequisite: Wealth Tax (LTX 3111)

LTX 4049: Global Tax Planning in Today's Dynamic Environment

This course will consist of case studies that each develop and tie together several technical disciplines and critical tax planning competencies.  Each case study will build upon the previous week’s topics and objectives.  Class will consist of 1 hour of lecture and 1 hour of group presentations on the focus areas for the given week. Grading will be based upon class participation and the results of group presentations; there will be no final exam. The course curriculum will examine the impact that U.S. Tax Reform and actions taken in response to BEPS initiatives have on number of globally tax-focused areas, including supply chain and treasury structures, transfer pricing and international M&A

Prerequisite: Taxation of Corporations & Shareholders (LTX 2101)

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

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 2101)

Negotiating and Drafting Tax Provisions in Corporate Acquisition Agreements

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 2101)

Negotiating and Drafting Tax Provisions in Partnership Agreements

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 2204)

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.

Qualified Pension and Profit Sharing Plans I

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.

Qualified Pension and Profit Sharing Plans II

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.

State and Local Taxation: Foundations

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. 

State and Local Taxation: Income and Franchise Taxes

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.

Prerequisite: State and Local Taxation: Foundations (LTX 3112)


State and Local Taxation: Sales and Use and Indirect Taxes

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:  State and Local Tax: Foundations (LTX 3112)


State and Local Taxation: Controversy and Litigation Issues

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: State and Local Tax: Foundations (LTX-3112)

State and Local Taxation: Advanced Issues in Business Transactions

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:  State and Local Tax: Foundations (LTX 3112)

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

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 (LTX 2101)

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.

Prerequisites: Tax II (LTX-1109)

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: Wealth Tax (LTX 3111)

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.

Prerequisites: Taxation of Corporations and Shareholders (LTX 2101)

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

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.

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 Meghan Petsko.

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