LLM PROGRAM DETAILS

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 a module where non-lawyers are introduced to the basics of law, and lawyers are introduced to the basics of accounting.

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.

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.

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 Tax 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.

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.

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.

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.

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.

This course is designed to address a variety of topics including in the context of taxable acquisitions and tax free acquisitions, including a broad consideration of the non-tax business and tax issues related to taxable and tax-free transactions. With respect to taxable acquisitions, it will consider a number of issues, 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: and (5) the impact of Section 197 on purchased intangibles. In looking at tax free reorganizations, the course 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.

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. The basic structure of ERISA and the Internal Revenue Code will be reviewed as they relate to employee benefits such as retirement plans and health and welfare plans. Topics include reporting and disclosure, preemption, fiduciary responsibility and prohibited transactions, and requirements relating to retirement-type plans (i.e., pension, profit sharing and stock bonus plans). 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 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.

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.

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.

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.

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.

This course will introduce the basic rules of U.S. international taxation for both inbound investment 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.

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.

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.

This course provides an in depth and advanced level of analysis to partnership taxation issues. Topics include a detailed analysis of the pass-thru regime thru the concept of tax shelter in partnership investments; the use of profit interests as compensation; discussion of section 704(b) allocation rules including special allocations of real estate partnership losses, waterfall allocations in typical private equity funds, and straight up allocations with a twist in MLPs; application of special 704(c) allocation approaches; transfers of interests, exchange agreements and redemptions; application of the disguised sale rules; and an overview of the new partnership audit procedures.

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.

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.

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.

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.

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. We will address the disposition of arrangements in the context of mergers and acquisitions; benefits for start-up businesses; pension plan funding; and fiduciary conduct.

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.

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.

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.