Graduate Tax

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Course Descriptions

Prerequisite courses are designated.

Core Curriculum

LL.M. Candidates

• Introduction to Taxation
• Taxation of Property Dispositions
• Tax Procedure

M.T. Candidates

• Legal Orientation
• Introduction to Taxation
• Taxation of Property Dispositions
• Tax Procedure

LTX-3219
Advanced Tax Issues - Bankruptcy
2 Credit Hours

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.

Prerequisites

Taxation of Corporations and Shareholders, Partnership Taxation

LTX-5203
Benefit Aspects of Business Transactions
2 Credit Hours

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

Taxation of Corporations and Shareholders; and one other course chosen from Compensation Planning, Employee Benefits, or Qualified Pension and Profit Sharing Plans.

LTX-3122
Civil and Criminal Tax Penalties
2 Credit Hours

Legal and practical problems arising when criminal prosecution is or may be contemplated. Government investigatory powers and taxpayer rights and privileges. Extent of civil and criminal penalty provisions and of permissible limits of tax avoidance.

Prerequisites

Core Curriculum

LTX-3129
Compensation Planning
2 Credit Hours

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).

Prerequisites

Core Curriculum

LTX-3118
Consolidated Returns and Affiliated Corporations
2 Credit Hours

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

Prerequisites

Taxation of Corporations and Shareholders

LTX-3226
Corporate Tax Planning
2 Credit Hours

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.

Prerequisites

Taxation of Corporations and Shareholders

LTX-7015
Digital Security for the Tax Practitioner
2 Credit Hours

This course examines Data Security and Privacy Law in the Information Age and provides the practitioner with an overview of the laws relating to the security and privacy of information. Issues surrounding the collection, use, storage, and sharing of personally identifiable information concerning individual will be examined to understand what protections and safeguards must be put in place by any organization handling information about individuals. The course will look at the areas of the security and privacy of financial data, consumer transactions, medical records, electronic communications, workplace information, and federal government systems. In addition, the course will provide an overview of the international aspects of security and privacy including the European Union data protection directive and the Asia Pacific Economic Community privacy and security framework.

LTX-4004
Drafting Fundamentals for Estate Planning Documents
2 Credit Hours

This course deals with the tax and non-tax considerations involved in drafting estate planning documents including: simple and pour over wills, marital deduction and unified credit shelter trusts, irrevocable life insurance trusts, buy sell agreements, grantor retained income trusts, and family limited partnerships. In addition to addressing the tax implications of these documents, the course will instruct the student in the fundamentals of document organization and drafting technique.

Prerequisites

Federal Wealth Transfer

LTX-4010
Electronic Commerce
2 Credit Hours

This course will focus on emerging legal issues relating to electronic commerce, with emphasis on commercial transactions using web sites. It will discuss web site formation and domain name registration, electronic contracting issues, electronic payment and taxation, advertising, and various implications of engaging in electronic commerce, including privacy and liability issues.

LTX-6245
Employee Benefits
2 Credit Hours

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.

Prerequisites

Core Curriculum

LTX-3355
Employee Benefits Law
1 Credit Hour

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.

Prerequisites

None

LTX-2105
Estate Planning
2 Credit Hours

Prototype dispositive schemes for married and unmarried couples; the use of inter vivos trusts in estate planning including the minor's trust, insurance trust and charitable trust; planning for the executive and business owner, business transition techniques and planning for individuals with special needs.

Prerequisites

Federal Wealth Transfer Taxation

LTX-2210
Estate Planning for Business Owners
2 Credit Hours

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. § 6166 and I.R.C. § 303 redemptions and other post-mortem considerations.

Prerequisites

Taxation of Corporations and Shareholders, Federal Wealth Transfer Taxation

LTX-3123
Exempt Organizations
2 Credit Hours

An examination of the Code provisions related to qualification for exemption from federal income tax, with special attention to the § 501(c)(3) exemption, private foundations, treatment of unrelated business income, and charitable contributions.

Prerequisites

Core Curriculum

LTX-3111
Federal Wealth Transfer Taxation
2 Credit Hours

Substantive provisions of federal estate and gift tax laws and the generation-skipping transfer tax provisions, including: transfer with retention of an interest or power, joint interests, life insurance proceeds, property subject to powers of appointment, marital deductions and split gifts.

Prerequisites

Core Curriculum

LTX-3125
International Taxation I
2 Credit Hours

This is an inbound/tax treaty course which is the first building block. The course focuses on the US taxation of non-US persons, both under the Code and applicable tax treaties. We will analyze the statutory framework, and pay particular attention to the question of when activities or nexus with the US is sufficient for the US to assert taxing jurisdiction. For example, when is a non-US investor buying securities as compared to being in the lending business in the US? Can a BVI (British Virgin Islands) company sell goods into the US without US tax? Attention is then paid to investment type income that is not connected with a US business -interest, dividends, royalties, rents, investment in US real property, etc. Lastly, the mechanics of collecting the tax will be reviewed.

(This course replaces U.S. Taxation of International Business Operations.)

Prerequisites

Taxation of Corporations and Shareholders

LTX- 3115
International Taxation II
2 Credit Hours

This is the outbound course of the US taxation of non-US operations of US persons. Topics covered include the denial of deferral of income under Subpart F, the availability and limitations on the foreign tax credit, the disposal of controlled foreign corporations, foreign currency issues, an introduction to transfer pricing, and the impact of tax treaties.

(This course replaces U.S. Taxation of Foreign Persons.)

Prerequisites

Taxation of Corporations and Shareholders, International I (strongly recommended but not essential)

LTX-3227
International Tax Seminar
2 Credit Hours

Course coverage is at the discretion of the instructor. In general, the topics will highlight matters such as current issues involving the outbound investment of U.S. capital, and inbound investment of foreign capital allocation of expenses in calculating the foreign tax credit, funding multinational corporations, and in-depth consideration of treaty applications.

Prerequisites

U.S. Taxation of International Business Operations or significant experience in the topic area.

LTX 4002
Internship-Internal Revenue Service, Office of the Chief Counsel
2 Credit Hours

Students work 12 hours per week in four-hour blocks 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.

LTX-4003
Internship-Villanova Law School Federal Tax Clinic
2 Credit Hours

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. Students interested must submit to the Director of the Tax Clinic, a cover letter and resume, and admission is at the Director's discretion.

LTX-7005
Introduction to Digital Law
2 Credit Hours

This course is comprised of four modules: Digital Technology in the Office; Issues Likely to Arise in Practice; Legal Implications of Doing Business in the Digital Marketplace - Tax, Securities and Banking; and Technology as a Marketplace - Industry Restructuring and Trade Implications. The course explores the gamut of issues facing practicing lawyers, and other professionals in the digital age. Topics include electronic commerce, taxing sales on the Internet, international trade implications of the Internet, privacy issues involved in data collection, and ethical issues of practicing law in the digital world.

Prerequisites

Core Curriculum

LTX-1105
Introduction to Taxation
2 Credit Hours

Analysis of fundamental tax concepts, including selected items of gross income and deductions, accounting periods, income recognition and deduction allowances under the cash and accrual methods, treatment of prepaid and contested items of income and expense, an introduction to the time value of money, basic alternative minimum tax issues and other substantive tax principles.

Prerequisites

Legal Orientation (M.T. Only)

LTX-3229
Legal Orientation 
2 Credit Hours

The course introduces students to the use of decisional and statutory law in the tax field, and to the rules that govern professional responsibility in federal tax practice. The course presents a survey of the legal principles governing estates, trusts, and property in a context that sets the stage for later study in required and elective tax courses that depend on those principles. The professional responsibility component examines ethical issues which confront the tax practitioner, including problems of advice in return preparation, disclosing a weakness in the taxpayer's position, issues that arise in return examinations, disclosure of adverse facts and law, and the applicable standards promulgated by the Internal Revenue Service and the AICPA. This course is limited to M.T. candidates.

LTX-3300
Negotiating and Drafting Tax Provisions in Corporate Acquisition Agreements
2 Credit Hours

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.

Prerequisites

Taxation of Corporations and Shareholders

LTX-2204
Partnership Taxation
2 Credit Hours

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.

Prerequisites

Core Curriculum

LTX-3130
Post Mortem Estate Planning
2 Credit Hours

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.

Prerequisites

Federal Wealth Transfer Taxation, Taxation of Trusts and Estates, or equivalent experience in the topic area.

LTX-3350
Probate Process and Practice
1 Credit Hour

This course examines practice and procedures before the Register of Wills and the Orphans' Court. Using a case study, 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 are considered.

Prerequisites

None

LTX-4000
Professional Responsibility in Federal Tax Practice
No Credit

This course covers the standards developed by the Internal Revenue Service and the ABA which cover the areas of return advice, fair-dealing with the Internal Revenue Service and factual disclosure in the examination of returns, clients subject to penalties, confidentiality, and other issues of professional responsibility unique to federal tax practice.

LTX-3114
Qualified Pension and Profit Sharing Plans
2 Credit Hours

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.

Prerequisites

Core Curriculum

LTX-3112
State and Local Taxation
2 Credit Hours

Taxation by state and local governments generally, with primary attention to taxation of interstate commerce, income taxation of corporations and individuals, issues in sales and use taxation, and Pennsylvania Capital Stock/Franchise Tax issues.

Prerequisites

Core Curriculum

LTX- 3124
Tax Litigation Training
2 Credit Hours

One-week intensive training program designed to teach students how to handle a case in the United States Tax Court. The training is accompanied by a requirement that the student complete 100 hours of service to the Federal Tax Clinic or to another approved legal service provider. Matriculating students enrolled in this course must also register for the Tax Policy Seminar. The course is required for students wishing to receive a Certificate in Tax Controversy and is graded on a pass/fail basis. Open to LLM students only, though at the discretion of the Director, the week of training may be open to select non-degree students.

LTX-2213
Tax Planning for Investments
2 Credit Hours

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.

Prerequisites

Partnership Taxation

LTX-3224
Tax Planning for Real Estate Development
2 Credit Hours

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.

Prerequisites

Core Curriculum

LTX-3113
Tax Policy Seminar
2 Credit Hours

Intensive study of selected aspects of the tax structure with primary attention given to the federal income tax laws. Problem areas are reviewed primarily from the standpoint of tax policy, including legal, economic, social and practical ramifications. Consideration is given to alternative solutions, including current legislative and administrative proposals. The course has as part of its focus issues facing low income taxpayers, with specific other topics at the discretion of the instructor. The course is required for students wishing to receive a Certificate in Tax Controversy.

Prerequisites

Core Curriculum

LTX-2109
Tax Procedure
2 Credit Hours

Statutes of limitations, changes of accounting methods, income omission, assessment procedure, refund procedure, administrative appeals settlement techniques, choice of forum, rulings and technical advice requests, burden of proof, interest and constitutional protections.

Prerequisites

Taxation of Property Dispositions

LTX-2209
Tax Procedure II - Collections
2 Credit Hours

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.

Prerequisites

Core Curriculum

LTX-3228
Tax Research and Writing
2 Credit Hours

The course surveys the tax legislative process, the promulgation of administrative regulations and rules, and the judicial dispute resolution process. Emphasis is placed on the research resources available to identify and locate those authorities, with particular attention given to research in electronic media. Students are required to produce a research paper on a topic of their choice which utilizes those research tools. JD/LLM students may not use the same topic or paper for this course to meet the JD requirements for a directed research paper or a JD course which satisfies the JD research writing requirement.

Prerequisites

Four substantive courses must be taken before a student can enroll in this course.

LTX-4012
Taxable Acquisitions
2 Credit Hours

The course is designed to address the Tax consequences of buying and selling a business in corporate solution, whether an S or C corporation; impact to the sellers of an asset or stock sale, as well as the areas of concern of the buyer; installment sales, Section 1060 impact on asset sales, the impact of Section 197 on purchased intangibles, whether a stock or asset sale is preferable, and the impact on pricing; treating a stock acquisition like an asset acquisition for both federal and state tax purposes (Section 338 elections); time value of money, and the imputed interest in deferred payments in assets or stock deals; rules for the calculation of OID on both fixed debt and contingent payments; Section 382 and 384 and the impact of change of control on tax attributes such as NOLs.

Prerequisites

Taxation of Corporations and Shareholders

LTX-2101
Taxation of Corporations and Shareholders
2 Credit Hours

Primary emphasis is on 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 also covered.

Prerequisites

Core Curriculum

LTX-2217 
Taxation of Investment Entities 
2 Credit Hours

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. 

LTX-1103
Taxation of Property Dispositions
2 Credit Hours

Detailed treatment of realization events, basis, mortgages, taxable exchanges, non-recognition transactions, installment sales, characterization, depreciation, depreciation recapture, net operating losses, and sale of a sole proprietorship.

Prerequisites

Introduction to Taxation

LTX-3126
Taxation of Real Estate Transactions
2 Credit Hours

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 Section 1031, and Involuntary Conversions under Section 1033.

Prerequisites

Core Curriculum

LTX-2214
Taxation of S Corporations
2 Credit Hours

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.

Prerequisites

Taxation of Corporations and Shareholders

LTX-7003
Taxation of Tax-Exempt Healthcare Organizations
2 Credit Hours

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.

Prerequisites

Core Curriculum

LTX-2203
Taxation of Trusts and Estates
2 Credit Hours

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.

Prerequisites

Core Curriculum

LTX-4014
Tax-Free Reorganizations
2 Credit Hours

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

Suggested Prerequisites

Taxable Acquisitions

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