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Taxation Of Spin-Off – U.S. And German Corporate Tax Law, Stefan W. Suchan
Taxation Of Spin-Off – U.S. And German Corporate Tax Law, Stefan W. Suchan
Cornell Law School J.D. Student Research Papers
Corporate law provides for a transaction commonly referred to as “spin-off”. The corporate enterprise is divided in (at least) two corporations. The stock of a controlled subsidiary will be distributed pro rata by a parent corporation to its shareholders which end up owning a brother/sister pair of corporate enterprises.
The Internal Revenue Code (IRC) in § 355 provides special rules for the distribution of stock and securities of a controlled corporation. The transaction is known as a “D reorganization”, if such a distribution follows the transfer by a corporation of all or a part of its assets to another corporation, …
Post-Enron: U.S. And German Corporate Governance, Stefan W. Suchan
Post-Enron: U.S. And German Corporate Governance, Stefan W. Suchan
Cornell Law School J.D. Student Research Papers
Only five years after Henry Hansmann and Reinier Kraakmann announced "the End of History of Corporate Law" – borrowing the words of Francis Fukuyama–, this observation seems at least questionable. Following two major failures of the “American Model” with the bankruptcy of Enron and WorldCom, the question of the "right" Corporate Governance regime is again under discussion.
Legislators around the globe assume that further development of Corporate Governance is necessary. There is consent for the need of improvement, but no clear answer on how to improve. A first step to solving the arising problems might be to evaluate the reasons …