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Full-Text Articles in Law
Nobody’S Stock Compares To Your Own: How Treasury Can Revive Stock Compensation In Cost-Sharing Agreements, Tyler Johnson
Nobody’S Stock Compares To Your Own: How Treasury Can Revive Stock Compensation In Cost-Sharing Agreements, Tyler Johnson
Northwestern University Law Review
In Altera Corp. v. Commissioner, the United States Tax Court invalidated a 2003 Treasury Regulation for failing to meet State Farm’s reasoned decisionmaking standard under the Administrative Procedure Act (APA). Invalidating this specific regulation eliminates one of the federal government’s latest attempts to limit income tax avoidance by some of the world’s largest and wealthiest corporations in the murky world of transfer pricing. This Note demonstrates that the Tax Court’s ruling must be limited to its specific APA holding and argues that Treasury may enact a similar regulation under the existing statutory and regulatory framework of the arm’s length …
Tax Cannibalization And Fiscal Federalism In The United States, David Gamage, Darien Shanske
Tax Cannibalization And Fiscal Federalism In The United States, David Gamage, Darien Shanske
Northwestern University Law Review
We began this project pondering a riddle. Most state governments have adopted what we—and many others—view as clearly suboptimal tax policies, especially in regard to the taxation of corporate income and capital gains. Yet, with the notable exception of those who oppose progressivity and the taxation of capital, state-level tax policymakers have had remarkably little appetite for reform. This Article provides one major explanation for this riddle by identifying and demonstrating a phenomenon that we label as “tax cannibalization.” We argue that flawed state-level tax policies derive in part from perverse incentives inadvertently created by the federal government.
Finding The Pearl In The Oyster: Supercharging Ipos Through Tax Receivable Agreements, Christopher B. Grady
Finding The Pearl In The Oyster: Supercharging Ipos Through Tax Receivable Agreements, Christopher B. Grady
Northwestern University Law Review
A new, “supercharged” form of IPO has slowly developed over the last twenty years. This new form of IPO takes advantage of several seemingly unrelated provisions of the tax code to multiply pre-IPO owners’ proceeds from a public offering without reducing the amount public investors are willing to pay for the stock. Supercharged IPOs use a tax receivable agreement to transfer tax assets created by the IPO back to the pre-IPO ownership, “monetizing” the tax assets. As these structures have become more efficient, commentators have expressed concerns that these agreements deceive shareholders who either ignore or do not understand the …