Law Commons^™

Ending The Economic War Among States, Nathan Altstadt

Cleveland State Law Review

The United States is under siege; however, the cause is not a foreign adversary. Rather, infighting among states to attract and retain big businesses is jeopardizing the Nation’s economic prosperity.

States compete for businesses, using tax incentives, hoping to capitalize on the benefits these businesses represent. Benefits include improved job growth numbers, a future increase in tax revenue, or, simply, elevated political clout. While competition can lead to a more efficient use of resources, unregulated competition between states for businesses does not illustrate this theory. A national auction for a business, where states are blind to rival offers, may, and …

Law School News: Throw Out The Old Thinking 9-30-2019, Michael M. Bowden

Life of the Law School (1993- )

No abstract provided.

The Unique Benefits Of Treating Personal Goodwill As Property In Corporate Acquisitions, Darian M. Ibrahim

Darian M. Ibrahim

Corporate acquisition talks may not get far if buyer and seller disagree over transaction structure, which can have significant after-tax effects. But the parties may have overlooked an item that, due to its potential tax treatment, could be the key to facilitating the acquisition. That item is the selling shareholder's "personal goodwill."

Personal goodwill exists when the shareholder's reputation, expertise, or contacts gives the corporation its intrinsic value. It is most likely to be found in closely held businesses, especially those that are technical, specialized, orprofessional in nature or have few customers and suppliers. If personal goodwill is treated as …

Open Source: The Enewsletter Of Rwu Law 09-22-2017, Roger Williams University School Of Law

Life of the Law School (1993- )

No abstract provided.

Repricing Limited Liability And Separate Entity Status, William H. Clark Jr., D. Alicia Hickok

Seattle University Law Review

In this Article we discuss how U.S. entity law has evolved in recent decades so that (i) limited liability has become available to the owners of any form of business organization, and (ii) all forms of business organizations are now seen as having the status of entities separate from their owners. Those changes have occurred without significant consideration of their consequences or what they mean for the public policies underlying entity law. At the same time, there is an increasing awareness by businesses that promotion of social benefits and/or reduction of externalities is in the firm’s best interests. There has …

The Troubling Problem Of Income Inequality: A Few Thoughts, James F. Freeley

University of Massachusetts Law Review

Income inequality has become an important public policy issue in the United States. This Essay examines the issue in a political, economic, and legal context. It argues that the only policy responses that will work to address the underlying trends are ones that put a priority upon hiring people at a living wage and encouraging entrepreneurship and growth at all levels of the economy.

Let's Make A Deal! Business Succession Planning, John M. Olivieri, Stefan F. Tucker

William & Mary Annual Tax Conference

No abstract provided.

Reclassification Risks For Compensation Paid By S And C Corporations To Shareholder-Employees, Stephen R. Looney

William & Mary Annual Tax Conference

No abstract provided.

Representing The Failing Company Where The Irs Is "Knocking On The Door", Craig Bell, T. Fogg, George Gretes, Nina Olson

T. Keith Fogg

No abstract provided.

Compensating Owners And Key Employees Of Partnerships And Llc's, Elizabeth E. Drigotas, Steven R. Schneider

William & Mary Annual Tax Conference

No abstract provided.

The Unjustified Subsidy: Sovereign Wealth Funds The Foreign Sovereign Tax Exemption, Jennifer Bird-Pollan

Fordham Journal of Corporate & Financial Law

The taxation of Sovereign Wealth Funds in the United States is outmoded and due for reconsideration. Offering a tax exemption to the billion dollar investment funds owned by foreign governments is both unfair and ineffective. Founded in the principles of sovereign immunity, the foreign sovereign tax exemption, codified in I.R.C. § 892, fails to satisfy the Congressional goals that motivated its creation. This Article explains the current taxation of foreign sovereigns and, by extension, Sovereign Wealth Funds. It then illustrates that the current exemption is simultaneously too broad, providing a tax exemption for activities that are clearly nongovernmental activities, and …

Tax Planning For The Philanthropically Minded Business Owner, C. Wells Hall Iii

William & Mary Annual Tax Conference

No abstract provided.

Section 965: A Traditional Corporate Tax Policy Evaluation, Jessica C. Kornberg

ExpressO

The American Jobs Creation Act of 2004 dramatically reduced the tax on foreign subsidiary dividend payments to their United States parent companies. By many accounts, §965 introduces perverse incentives into the tax code. Critics of §965 argue that the possibility of a future repatriation holiday encourages multinationals to hoard even greater profits abroad and lobby for their tax-free return. In the long run, §965 may exacerbate rather than mitigate the deferral of foreign source income taxation. Now that §965 is set to expire and the repatriation taxes it triggered have been collected, its full impact is beginning to come clear. …

Towards Equity And Efficiency In Partnership Allocations, Darryll K. Jones

Journal Publications

The primary goal of any tax system is to raise sufficient revenue for government. More precisely, taxation is the means by which government supplies necessary things not available from the private market. Taxation allows society to cure distributional imperfections in the market. It is appropriate, therefore, only to the extent that the market cannot provide goods and services for which there is public demand; if private markets equitably supplied food, shelter, health care, education, and common defense, taxes could be greatly reduced if not completely eliminated. The revenue raising goal is thwarted to the extent the taxing system is either …

Remapping The Charitable Deduction, David Pozen

Faculty Scholarship

If charity begins at home, scholarship on the charitable deduction has stayed at home. In the vast legal literature, few authors have engaged the distinction between charitable contributions that are meant to be used within the United States and charitable contributions that are meant to be used abroad. Yet these two types of contributions are treated very differently in the Code and raise very different policy issues. As Americans' giving patterns and the U.S. nonprofit sector grow increasingly international, the distinction will only become more salient.

This Article offers the first exploration of how theories of the charitable deduction apply …

The Unique Benefits Of Treating Personal Goodwill As Property In Corporate Acquisitions, Darian M. Ibrahim

Faculty Publications

Corporate acquisition talks may not get far if buyer and seller disagree over transaction structure, which can have significant after-tax effects. But the parties may have overlooked an item that, due to its potential tax treatment, could be the key to facilitating the acquisition. That item is the selling shareholder's "personal goodwill."

Personal goodwill exists when the shareholder's reputation, expertise, or contacts gives the corporation its intrinsic value. It is most likely to be found in closely held businesses, especially those that are technical, specialized, orprofessional in nature or have few customers and suppliers. If personal goodwill is treated as …

Using Charitable Contribution Planning Opportunities With Family Business Succession Planning, J. William Gray Jr.

William & Mary Annual Tax Conference

No abstract provided.

Business Law Reform In The United States: Thinking Too Small?, Douglas C. Michael

Law Faculty Scholarly Articles

Dean Johan Henning presents the South African experience with business entity reform as one part of a coordinated whole. It included, for example, government funding for business, tax reforms, accounting and securities changes. Henning says that these reforms, though multi-faceted, had a uniform purpose: to use small business as an engine to improve the economy and to move “historically and socially disadvantaged groups” into the mainstream of the economy and the society.

These are noble goals and far reaching efforts, and a lot to ask of business entity reform. But because the South African experience was nonetheless successful by all …

Buy-Sell Agreements And Nontax Issues In Planning For Business Succession, Farhad Aghdami

William & Mary Annual Tax Conference

No abstract provided.

Choosing A Business Entity For The 21st Century, Samuel P. Starr, Thomas P. Rohman, L. Michael Gracik Jr.

William & Mary Annual Tax Conference

No abstract provided.

Representing The Failing Company Where The Irs Is "Knocking On The Door", Craig D. Bell, T. Keith Fogg, George C. Gretes, Nina E. Olson

William & Mary Annual Tax Conference

No abstract provided.

State Taxation Of Interstate Commuters: Constitutional Doctrine In Search Of Empirical Analysis, David Schultz

Touro Law Review

No abstract provided.

Case Studies: Operating Business And Venture Business, James J. Wheaton

William & Mary Annual Tax Conference

No abstract provided.

State Taxation Of Corporate Income From Intangibles: Allied-Signal And Beyond, Walter Hellerstein

Scholarly Works

If the field of state taxation has become somewhat of an academic backwater, it is not for want of issues warranting sustained scholarly attention. The Supreme Court alone has provided ample grist for the academic mill by handing down an extraordinary number of significant decisions delineating the federal constitutional restraints on state tax power. Among the state tax questions considered by the Court in recent years, none has figured so prominently and persistently in its deliberations as the states' power to tax the income of multijurisdictional corporations. In Allied-Signal, Inc. v. Director, Division of Taxation, the Court revisited the most …

Selected Issues In State Business Taxation, Walter Hellerstein

Scholarly Works

This Article surveys selected issues in state business taxation. The topics were chosen with the hope that they would be of general interest to the conference for which this Article originally was prepared. The Article therefore eschews the detailed case analysis that typifies much of the law review writing about state and local taxation--including my own--and focuses instead on broader policy and economic questions that those concerned with state business taxation should find no less important. Part II of this Article considers business taxes and state tax incentives. Part III discusses federal and state tax conformity. Part IV addresses a …

State Taxation Of Interstate Business And The Supreme Court, 1974 Term: Standard Pressed Steel And Colonial Pipeline, Walter Hellerstein

Scholarly Works

It was an item of more than routine interest when the Supreme Court, late in the 1973 term, noted probable jurisdiction in two cases raising issues of central importance with respect to state tax power over interstate business. Standard Pressed Steel Co. v. Department of Revenue presented critical questions concerning due process and commerce clause limitations on a state's power to impose an unapportioned gross receipts tax on an interstate vendor; Colonial Pipeline Co. v. Traigle posed the recurring and unresolved question of the scope and vitality of the doctrine that the “privilege” of doing interstate business is immune from …

Taxation--Receipts From Extrastate Activity--"Service" Or "Collecting Income", E. I. E.

West Virginia Law Review

No abstract provided.