Private equity fund managers take a share of the profits of the partnership as the equity portion of their compensation. The tax rules for compensating service partners create a planning opportunity for managers who receive the industry-standard quot;two and twentyquot; (a two percent management...

This Article takes the bursting of the dot com bubble as an opportunity to reevaluate the tax structure of venture capital startups. By organizing startups as corporations rather than as partnerships, investors and entrepreneurs seem to leave money on the table by failing to fully use tax losses...

In Tax Legislation in the Contemporary U.S. Congress, Michael Doran describes an equilibrium of gridlock punctuated by the occasional passage of strikingly clean, non-particularistic legislation. This Commentary explores how the mundane, unseemly, and largely unnoticed legislative ritual of...

This Case Study discusses the branding impact of the Google IPO. In a longer, Article-length version of this paper which appears in volume 104 of the Michigan Law Review, I argue that branding is an unappreciated element of contract design. Corporate finance scholars generally assume that...

The purpose of this brief is to correct and respond to two arguments in Petitioner-Appellee Altera's petition for rehearing en banc and briefs of amici supporting the petition for rehearing. First, Treasury's regulation requiring cost sharing of stock-based compensation and the Ninth Circuit...

Most of us share a vague intuition that the rich, sophisticated, well-advised, and politically connected somehow game the system to avoid regulatory burdens the rest of us comply with. The intuition is correct; this Article explains how it’s done. Regulatory gamesmanship typically relies on a...

Pigouvian (or "corrective") taxes have been proposed or enacted on dozens of products and activities that may be harmful in excess: carbon, gasoline, fat, sugar, guns, cigarettes, alcohol, traffic, zoning, executive pay, and financial transactions, among others. Academics of all political...

Amici file this brief to provide the Ninth Circuit with relevant background information on the basics of transfer pricing and cost-sharing agreements, and to advance four key points. First, the 2003 cost-sharing regulation at issue in this case is substantively reasonable under the...

This amicus curiae brief in Altera Corporation v. Commissioner supports the government's position and the view of the majority in a 9th Circuit opinion issued on July 24, 2018 and later withdrawn. Amici are tax law professors who conclude that the stock-based compensation cost sharing...

Founders of a start-up usually take common stock as a large portion of their compensation for current and future labor efforts. By electing to pay a nominal amount of ordinary income tax on the speculative value of the stock when it is received, founders pay tax on any appreciation at the...