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Full-Text Articles in Law
The Acquisitions Proposals And Their Effect On Corporations, Shareholders And Creditors: Reform Of Reorganizations And Liquidations, Peter L. Faber, John Andre Leduc
The Acquisitions Proposals And Their Effect On Corporations, Shareholders And Creditors: Reform Of Reorganizations And Liquidations, Peter L. Faber, John Andre Leduc
San Diego Law Review
Mr. Faber sets the stage for the debate on the need for reform of our present system by summarizing some basic principles of current law, together with the exceptions that developed over the years. Mr. Faber makes the case for re-examination of Subchapter C, as well as other portions of the tax law. Mr. LeDuc seeks a framework within which to construct a tentative answer to the question that this conference is about: must corporate and shareholder income be taxed complexly? Mr. LeDuc suggests that, in order to create a framework to analyze the necessity for complexity in taxation of …
Foreword, Lester B. Snyder, Karla W. Simon
Foreword, Lester B. Snyder, Karla W. Simon
San Diego Law Review
The symposium in this issue of the San Diego Law Review originated in a conference held in the spring of 1984, designed by the Graduate Tax Program of USD's Law School as a vehicle for discussion of all aspects of the Finance Committee staff report and the reforms of the tax system it authors had recommended. Noted tax experts were invited to participate in a high level policy analysis and discussion, and the co-chairs of the conference were indeed lucky to have attracted a singularly impressive group of speakers.
Taxing Corporate Distributions Of Appreciated Property: Repeal Of General Utilities Doctrine, Releif Measures And Entity Reclassification Proposals, Bernard Wolfman, John S. Nolan, Richard D. Hobbet
Taxing Corporate Distributions Of Appreciated Property: Repeal Of General Utilities Doctrine, Releif Measures And Entity Reclassification Proposals, Bernard Wolfman, John S. Nolan, Richard D. Hobbet
San Diego Law Review
Professor Wolfman presents the case for outright repeal of General Utilities and its statutory offspring. Professor Wolfman traces the history of the doctrine and its procedural infirmities, and then describes how several Code sections may be eliminated or simplified. Mr. Nolan argues against the repeal of General Utilities where there is a sale or distribution of assets in complete liquidation, and further argues that the current taxation regime fosters the important social and economic policies that Congress has adopted. Mr. Hobbett discusses the reasons given for entity reclassification, and suggests that preservation of partnership status for publicly traded partnerships would …
The Destiny Of Net Operating Losses, James S. Eustice, Gerald G. Portney
The Destiny Of Net Operating Losses, James S. Eustice, Gerald G. Portney
San Diego Law Review
Professor Eustice opens the discussion with a description of the 1976 amendments to section 382 and the history of other provisions as a backdrop to the proposed changes by the Senate Finance Committee Staff Report. Professor Eustice provides a comprehensive roadmap to the limitations proposed, including how they would operate in practice. Mr. Portney then considers the reform proposals for the net operating loss carryover and the types of considerations that merit discussion in choosing the appropriate restrictions on carryovers. Mr. Portney presents a strong case in favor of simplicity. He argues also that the statute should restrict the use …
Dividend Distribution Proposals: The Dividends Received Deductions By Corporations And Related Matters, Walter J. Blum, Howard G. Krane, Lawrence M. Stone
Dividend Distribution Proposals: The Dividends Received Deductions By Corporations And Related Matters, Walter J. Blum, Howard G. Krane, Lawrence M. Stone
San Diego Law Review
Professor Blum advocates repeal of the "earnings and profits" limitation on dividend income. Professor Blum traces some of the early history and concludes that taxing most corporate distributions of a corporation would eliminate a needless intermediate step of defining earnings and profits, which serves only to complicate the double-tax regime. Mr. Stone opposes repeal of the "earnings and profits" concept to deal with Wall Street gimmicks and recommends a move toward a fundamental change in corporate taxation, including a system of integration where the impact of the two-tiered tax on corporate income would give way to some type of single-tax …
Developments In The Application Of Section 367(A) To Transfers Of Property To Foreign Corporations, Richard C. Pugh, Pamela B. Gann
Developments In The Application Of Section 367(A) To Transfers Of Property To Foreign Corporations, Richard C. Pugh, Pamela B. Gann
San Diego Law Review
Mr. Pugh traces the history of section 367 and details the important changes in that provision and the impact it will have on "outbound" transactions. Professor Gann's presentation deals with two major abuses in the foreign area covered by the Senate Finance Committee Staff Report, with specific emphasis on the concept of deferral in our international tax system, where earnings and profits are not taxed until actually brought back to the United States.
The Impact Of Proposed Corporate Tax Reform On Closely Held Corporations, Richard A. Shaw, Dudley M. Lang
The Impact Of Proposed Corporate Tax Reform On Closely Held Corporations, Richard A. Shaw, Dudley M. Lang
San Diego Law Review
Mr. Shaw's presentation emphasizes the need to focus attention on the difficulties the proposed rules may cause when selling stock in small corporations and argues that the repeal of General Utilities may be more burdensome to the closely held corporation where the assets distributed in a complete liquidation may be ordinary and not capital gain assets, thus increasing the cost of liquidation to an amount higher than 50%, and the search for non-corporate entities for conducting business. However, Mr. Shaw sees the proposed changes as aiding the small corporation, in avoiding complexity, and generally having a better chance of coping …
The Meaning Of The Changes Within The Framework Of Subchapter C And The Impact On Proposals For Integration Of The Corporate And Individual Tax, Edwin Cohen, Alvin Warren, William Andrews
The Meaning Of The Changes Within The Framework Of Subchapter C And The Impact On Proposals For Integration Of The Corporate And Individual Tax, Edwin Cohen, Alvin Warren, William Andrews
San Diego Law Review
Professor Cohen warns against an easy acceptance of repeal of General Utilities and other aspects of the Staff Proposal. He believes that the problem can be more fruitfully discussed in the context of an integrated form of tax, where double tax burdens are ameliorated. Professors Warren and Andrews discuss two proposals for restructuring the tax consequences of corporate distributions and the integration of the individual and corporate income taxes, as a means of eliminating double tax burdens and other inequities, and the American Law Institute Reporter's Study.
Alleluia, The Buck Stops Here: The Parameters Of Individual Protected Concerted Activity Under The National Labor Relations Act, Patrick J. Duffy
Alleluia, The Buck Stops Here: The Parameters Of Individual Protected Concerted Activity Under The National Labor Relations Act, Patrick J. Duffy
San Diego Law Review
This Comment explores Section 7 of the National Labor Relations Act, which protects the rights of employees to engage in concerted activity. The author examines the different categories of concerted activity, the dispute over the extent to which an individual may engage in concerted activity, recent developments regarding the scope of individual concerted activity, and the current state of the law. The author argues that concerted activity is often considered as group activity such as union picketing or organizational drives, but that the scope of section 7 is much broader. The author suggests that individual activity is included within the …
Media Liability For Injuries That Result From Television Broadcasts To Immature Audiences, Nancy L. Miller
Media Liability For Injuries That Result From Television Broadcasts To Immature Audiences, Nancy L. Miller
San Diego Law Review
This Comment examines the tort liability of broadcasters for injuries that result from children imitating acts of television violence. The author proposes a cause of action in negligence derived from tort doctrines that recognize a special duty to children. The author further argues that the First Amendment does not preclude liability and illustrates how any effect on free speech would be minimal.
Interference With Prospective Gain: Must There Be A Contract, James V. Telfer
Interference With Prospective Gain: Must There Be A Contract, James V. Telfer
San Diego Law Review
This Comment examines the nature of the relationship required to establish a cause of action for interference with prospective economic gain. The author suggests that different jurisdictions have reached differing conclusions with respect to the importance of the existence of an enforceable contract as a basis for the establishment of liability. The author discusses the history behind this cause of action and looks at various explanations for the differing viewpoints, with specific focus on the positions taken by California and New York. The author concludes that the California approach, where liability is not dependent on the existence of a contract, …
A Comparison Of The Merger And Acquisition Provisions Of Present Law With The Provisions In The Senate Finance Committee's Draft Bill, Samuel C. Thompson Jr., Martin D. Ginsburg
A Comparison Of The Merger And Acquisition Provisions Of Present Law With The Provisions In The Senate Finance Committee's Draft Bill, Samuel C. Thompson Jr., Martin D. Ginsburg
San Diego Law Review
Mr. Thompson presents a detailed comparison of the corporate merger and acquisition provisions of present law with the changes proposed by the Senate Finance Committee Staff Report and the Draft Bill, prepared by the Senate Finance Committee staff. Professor Ginsburg attempts to illustrate how the changes proposed by the SFC Report do not resolve many of the more sophisticated problems generated by use of multiple corporations and selective acquisitions of some of the target's assets or stocks. Professor Ginsburg argues that the rules work well in the unreal world of one corporation operating one business, but not in the real …