Federal Income, Estate, and Gift Tax Project - A Model Land Development Code

Federal Income Tax Project

Subchapter C

Proposals on Corporate Acquisitions and Dispositions and Reporter’s Study on Corporate Distributions.

xxxvi, 551 pp., 1982, Order Code 5650, Was $65. NOW $30. -- Order this item

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The Institute’s Federal Income Tax Project has as its aim the simplification and improvement of the present income tax system. This volume combines a thorough analysis and critique of the current tax law governing transactions among corporations and their investors with carefully worked out proposals for eliminating present inconsistencies and inequities. The proposals, adopted by the Institute and contained in the first part of the volume, call for substantial change in the tax treatment of corporate acquisitions and dispositions and reflect a wide consensus in support of the elimination of the hyper-technical and easily manipulated reorganization provisions of present law in favor of a simpler, primarily elective choice between a cost and carryover basis for acquired stock or assets. They cover the classification of acquisition transactions, carryover basis transfers, cost-basis transfers, nonrecognition of gain or loss by individual shareholders, special limitations on loss carryovers, and subsidiary investment in stock or obligations of a controlling corporation.

In contrast, the proposals in the second part of the volume for change in the tax treatment of corporate distributions, though reflecting the detailed consideration of the Project’s Consultants and Advisers and of the Council and the Institute, were not submitted for the Institute’s approval, since the deliberations upon them revealed too wide a range of opinion with respect to these and alternative approaches to permit a consensus to develop at that time. Because of the Council’s view that these proposals are significant and "merit independent discussion," they have been published in this volume as a Reporter’s Study.

The proposals embodied in the Reporter’s Study, which cover newly contributed equity control, non-dividend distributions, and intercorporate investments and distributions, advance an original approach to alleviating the burden imposed on new equity financing by the different tax consequences of dividend and interest distributions, while avoiding any windfall with respect to equity in place. Note is made throughout the Study of the relationship between the Reporter’s proposals for change within the existing system and those for full or partial integration.

Project Supervisor: Stanley S. Surrey, Harvard University Law School, Cambridge, Massachusetts [Deceased 1984].

Reporter: William D. Andrews, Harvard University Law School, Cambridge, Massachusetts.

Consultants: M. Bernard Aidinoff, New York, New York; Boris I. Bittker, Yale Law School, New Haven, Connecticut [to 1975]; Walter J. Blum, University of Chicago Law School, Chicago, Illinois; Marvin A. Chirelstein, Yale Law School, New Haven, Connecticut [from 1975 to 1977]; Richard G. Cohen, New York, New York; Martin D. Ginsburg, Columbia University School of Law, New York, New York; Vester T. Hughes, Jr., Dallas, Texas; Howard G. Krane, Chicago, Illinois; James B. Lewis, New York, New York [from 1975]; Harry K. Mansfield, Boston, Massachusetts; Leonard L. Silverstein, Washington, District of Columbia; Laurens Williams, Washington, District of Columbia [Deceased 1975]; James H. Wilson, Jr., Atlanta, Georgia; Bernard Wolfman, Harvard University Law School, Cambridge, Massachusetts; K. Martin Worthy, Washington, District of Columbia, American Bar Association Liaison [from 1975]; The Tax Advisory Group.

Tentative and Other Annual Meeting Drafts

Tentative Draft No. 1: Corporate Acquisitions (except for Special Limitations on Loss Carryovers) xxvii, 210 pp., 1977, Order Code 5056, $10 -- Order this item

Tentative Draft No. 5: Corporate Acquisitions: Special Limitations on Loss Carryovers; Parent Stock Held by a Subsidiary; The Acquisition Proposals xviii, 174 pp., 1980, Order Code 5060, $15 -- Order this item

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Subchapter C (Supplemental Study)

Reporter’s Study Draft: Part I. Distribution Issues; Part

II. Nonrecognition and Carryover Problems

xx, 138 pp., 1989, Order Code 5981, Was $25. NOW $10. -- Order this item

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Reporter: William D. Andrews, Harvard University Law School, Cambridge, Massachusetts.

Consultants: A. Bernard Aidinoff, New York, New York; Walter J. Blum, University of Chicago Law School, Chicago, Illinois; Richard G. Cohen, New York, New York; Martin D. Ginsburg, Georgetown University Law Center, Washington, District of Columbia; Vester T. Hughes, Jr., Dallas, Texas; Howard G. Krane, Chicago, Illinois; James B. Lewis, Yeshiva University, Benjamin N. Cardozo School of Law, New York, New York; Harry K. Mansfield, Boston, Massachusetts; Leonard L. Silverstein, Washington, District of Columbia; Alvin C. Warren, Jr., Harvard University Law School, Cambridge, Massachusetts; James H. Wilson, Jr., Atlanta, Georgia; Bernard Wolfman, Harvard University Law School, Cambridge, Massachusetts; K. Martin Worthy, Washington, District of Columbia; George Kuo-Ming Yin, University of Florida College of Law, Gainesville, Florida.

Subchapter J

Proposals on the Taxation of Trust and Estate Income and Income in Respect of Decedents

xxi, 148 pp., 1985, Order Code 5796, Was $35. NOW $15. -- Order this item

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This volume is primarily concerned with reducing the availability of the private trust as a tax shelter for the wealthy while preserving its use as a means of providing prudent management of assets for the benefit of those who cannot satisfactorily manage the assets themselves. Among the innovations proposed are elimination of the complicated "throwback" rule and tier system of present law, the consolidation for tax purposes of multiple trusts established by a single creator, and the taxation of income to the trust in specified situations during the creator’s lifetime at the creator’s marginal rate. The study also proposes that the income taxation of estates and of quasi estates, such as revocable trusts after the creator’s death, should be unified in order to eliminate the distinctions now existing in the postdeath period between an estate as a taxable entity and a quasi estate as a taxable entity.

The work provides a context for comparison of its proposals with the provisions of current law. Included are summaries of changes that would be required in the federal estate and gift tax laws if these proposals were adopted and of present law governing the taxation of foreign estates and trusts, as well as the complete text of the current Subchapter J.

Project Supervisor: Stanley S. Surrey, Harvard University Law School, Cambridge, Massachusetts [Deceased 1984].

General Reporter for Subchapter J: A. James Casner, Harvard University Law School, Cambridge, Massachusetts [Deceased 1990].

Consultants: William D. Andrews, Harvard University Law School, Cambridge, Massachusetts; J. H. Butala, Jr., Cleveland, Ohio; Henry Christensen III, New York, New York; Dave L. Cornfeld, St. Louis, Missouri; Richard B. Covey, New York, New York; Stephen T. Dean, Orlando, Florida [to 1981]; Dic L. Dorney, Detroit, Michigan; Mary Louise Fellows, Harvard University Law School, Cambridge, Massachusetts; Harry L. Gutman, University of Virginia School of Law, Charlottesville, Virginia [from 1981]; Douglas A. Kahn, University of Michigan Law School, Ann Arbor, Michigan; Sherwin Kamin, New York, New York; James B. Lewis, New York, New York; Harry K. Mansfield, Boston, Massachusetts; Malcolm A. Moore, Seattle, Washington; Leo L. Schmolka, New York, New York; James M. Trapp, Chicago, Illinois; Bernard Wolfman, Harvard University Law School, Cambridge, Massachusetts; The Tax Advisory Group.

Liaisons: Richard S. Kinyon, San Francisco, California, for the American Bar Association Section of Real Property, Probate and Trust Law; Arthur L. Klein, Philadelphia, Pennsylvania, for the American Bar Association Section of Taxation; Joseph Kartiganer, New York, New York, for the American College of Probate Counsel.

Tentative and Other Annual Meeting Drafts

Draft No. 6—A Discussion Draft: I. Introduction; II. Tentative Policy Goals; III. Development Plan; IV. When the Net Taxable Income of a Trust is Taxable at the Marginal Income Tax Rate of the Creator of the Trust xiii, 160 pp., 1981, Order Code 5571, $15 -- Order this item

Tentative Draft No. 9: Income Taxation of Estates, Trusts, Beneficiaries, and Income in Respect of Decedents: I. Introduction; II. Policy Goals; III. Development Plan; IV. When the Income of a Trust Is Includible in the Creator’s Gross Income; V. Taxation of the Distributable Net Income of a Trust That Is Not Taxable to the Creator of the Trust; VI. Income Taxation of an Estate (for discussion only) xv, 160 pp., 1982, Order Code 5647, $15 -- Order this item

Tentative Draft No. 11: Income Taxation of Estates, Trusts, Beneficiaries, and Income in Respect of Decedents: I. Introduction; II. Policy Goals; III. Some General Background Observations with Respect to the Taxation of Trust Income; IV. Proposed General Rule No. I and General Rule No. II Relating to Income Taxation of Trusts; V. The Taxation of Trust Income While the Creator of the Trust is Alive; VI. Taxation of Trust Income From and After the Creator’s Death xv, 113 pp., 1983, Order Code 5682, $15 -- Order this item

Tentative Draft No. 12: Part One. Income Taxation of Trusts Other Than Foreign Trusts; Part Two. Income Taxation of Estates Other Than Foreign Estates and of Trusts That Are Quasi Estates; Part Three. Income in Respect of a Decedent; Part Four. Federal Gift and Estate Tax Changes Necessitated by Income Tax Changes xx, 208 pp., 1984, Order Code 5726, $20 -- Order this item

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Subchapter K

Proposals on the Taxation of Partners

xlvi, 592 pp., 1984, Order Code 5695, Was $65. NOW $30. -- Order this item

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This work contains the proposals on the taxation of partners adopted by the Institute in 1982, together with extensive commentary and analysis. Except for three, the 25 proposals or groups of proposals for improvement of Subchapter K put forward in this volume are independent of each other. There is, however, a unifying thesis for the book as a whole, that the income of a partnership should, so far as feasible, be taxed to the partners as though each of them was directly conducting his or her proportionate share of the partnership business. It is, however, recognized that countervailing factors may call for deviation from this "pass through" model, and much of the book is devoted to appraising the adequacy of the reasons for particular departures, both those presently in force and those proposed.

The principal proposals of the work have in general been well received. Many have been endorsed, for example, by the Section of Taxation of the American Bar Association, a number have been under consideration in the U. S. Treasury and the Congressional Committees, and the Tax Equity and Fiscal Responsibility Act of 1982 has provided for a system of partnership-level audits based in part on the volume’s proposal in this area.

Project Supervisor: Stanley S. Surrey, Harvard University Law School, Cambridge, Massachusetts [Deceased 1984].

General Reporter for Subchapter K: Richard G. Cohen, New York, New York.

Associate Reporter for Subchapter K: William A. Rosoff, Philadelphia, Pennsylvania [from 1978].

Consultants: M. Bernard Aidinoff, New York, New York; William D. Andrews, Harvard University Law School, Cambridge, Massachusetts; Hugh J. Ault, Boston College Law School, Newton, Massachusetts; Walter J. Blum, University of Chicago Law School, Chicago, Illinois; Joseph P. Driscoll, Dallas, Texas, ABA Liaison; Richard A. Freling, Dallas, Texas; Martin D. Ginsburg, New York, New York; James O. Hewitt, San Diego, California; Sherwin Kamin, New York, New York; Howard G. Krane, Chicago, Illinois; Donald C. Lubick, Washington, District of Columbia; John S. Pennell, Chicago, Illinois; William A. Rosoff, Philadelphia, Pennsylvania [to 1978]; John J. Sexton, Washington, District of Columbia; Arthur Willis, Los Angeles, California [Deceased 1981]; Bernard Wolfman, Harvard University Law School, Cambridge, Massachusetts; The Tax Advisory Group.

Tentative and Other Annual Meeting Drafts

Tentative Draft No. 3: Proposals for Changes in the Rules for Taxation of Partners: Part A. Fragmentation of Gain and Loss on Disposition of a Partnership Interest: Part B. Exchange of a Partner’s Interest in Ordinary Income Assets for Other Partnership Assets; Part C. Section 736 Payments; Part D. Receipt of a Partnership Interest for Services; Part E. Allocation of Partnership Tax Consequences Under �� 704(a) and (b); Part F. Shifting of Tax Consequences when Property is Contributed to a Partnership; Part G. Partnership Terminations xxiv, 214 pp., 1979, Order Code 5058, $17.50 -- Order this item

Tentative Draft No. 4: Part H. Closing of Partnership Taxable Year for a Deceased Partner; Part I. Like Kind Exchanges of Partnership Interests; Part J. Adjustments to the Basis of Partnership Assets; Part K. Restrictions on Loss Recognition Under � 707(b)(1); Part L. Ordinary Income Treatment on Certain Sales Between Partners and Partnerships (� 707(b)(2)); Part M. Timing of Corresponding Items of Income and Deduction xxi, 226 pp., 1980, Order Code 5059, $15 -- Order this item

Tentative Draft No. 7: Part N. Partnership Level Audits; Part O. Partnership Classification; Part P. Restrictions on Loss Pass-Through by Limited Partnerships and Similar Entities xvii, 159 pp., 1981, Order Code 5623, $15 -- Order this item

Tentative Draft No. 8: Part Q. Partnership Liabilities; Part R. Measuring a Percentage Interest in Partnership Capital and Profits; Part S. Distinguishing Contributions and Distributions from Sales; Part T. Motive for Partnership Transactions; Part U. Elections; Part V. Status; Part W. Activities; Part X. Sales and Acquisitions of Partnership Interests—Some Further Points; Part Y. Tiered Partnerships; Part Z. General Rules for Applying Code Provisions to Partnerships xxi, 292 pp., 1982, Order Code 5646, $15 -- Order this item

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Integration of the Individual and Corporate Income Taxes

Reporter’s Study of Corporate Tax Integration

xxiv, 238 pp., 1993, Order Code 5425, Was $40. NOW $10. -- Order this item

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This Reporter’s Study, which was prepared by Professor Alvin C. Warren, Jr., of the Harvard Law School, addresses the important question of whether the separate income taxation of investors and corporations in the United States should be replaced by an integrated system, similar to those now in effect in most other developed countries. The Reporter’s Study concludes that we should integrate the two income taxes and proposes a framework for implementing integration.

Reporters: William D. Andrews, Harvard University Law School, Cambridge, Massachusetts; Alvin C. Warren, Jr., Harvard University Law School, Cambridge, Massachusetts.

Consultants: Alan J. Auerbach, Washington, District of Columbia; David J. Blattner, Jr., Boston, Massachusetts; Walter J. Blum, University of Chicago Law School, Chicago, Illinois; Peter C. Canellos, New York, New York; N. Jerold Cohen, Atlanta, Georgia; Richard G. Cohen, New York, New York; Martin D. Ginsburg, Georgetown University Law Center, Washington, District of Columbia; Daniel I. Halperin, Georgetown University Law Center, Washington, District of Columbia; James P. Holden, Washington, District of Columbia; Vester T. Hughes, Jr., Dallas, Texas; George B. Javaras, Chicago, Illinois; Ronald A. Pearlman, Washington, District of Columbia; Michael L. Schler, New York, New York; Sherwin P. Simmons, Tampa, Florida; Willard B. Taylor, New York, New York; James H. Wilson, Jr., Atlanta, Georgia; Bernard Wolfman, Harvard University Law School, Cambridge, Massachusetts; George Kuo-Ming Yin, University of Florida School of Law, Gainesville, Florida.

Liaison: Herbert N. Beller, Washington, District of Columbia, for the American Bar Association Section of Taxation.

International Aspects of United States Income Taxation

Volume I: Proposals on United States Taxation of Foreign Persons and of the Foreign Income of United States Persons

xxxvi, 499 pp., 1987, Order Code 5897, Was $90. NOW $40. -- Order this item

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The Institute’s studies of international taxation respond to the expanding development of international business, finance, and investment flowing between the United States and other countries. Just as domestic business enterprise encounters difficult legal problems resulting from this country’s taxation of business and individual income, so international business enterprise encounters problems of coordinating this country’s tax law with that of countries around the world.

This volume contains the official text of the proposals adopted by The American Law Institute at its Annual Meeting in May 1986. The work considers the major structural questions involved in applying the federal income tax in an international context. While not attempting to cover every aspect of the subject, it focuses on major elements affecting the basic structure of the United States federal income tax system as it applies to the taxation of both foreign persons and the foreign income of United States persons. The study contributed directly to the development of several provisions that were included in the Tax Reform Act of 1986. Although the study was completed before the Act became law, where possible the Reporters have attempted to relate the final text to these changes.

The study concentrates on, and analyzes, the statutory and regulatory law within the framework of these five guiding principles that for some time have had international acceptance:

1. Persons and Entities Generally Taxed Separately—In general, each legal entity is taxable on its separately computed income.

2. Jurisdictional Nexus—Jurisdiction to tax the income of a person or an entity may be based on the personal status of the taxpayer, such as domicile or residence, in the case of an individual, or place of incorporation or management, in the case of a corporation. Jurisdiction to tax may also be based on the source of the income subject to tax.

3. Taxation of Worldwide Income—Domiciliary jurisdiction to tax a person or entity includes the right to tax the worldwide income of that person or entity.

4. Alleviation of Double Taxation—When one country taxes on the basis of domiciliary jurisdiction and another country taxes on the basis of source, the same income will be taxed twice. Under internationally accepted practice, it is incumbent on the domiciliary jurisdiction to alleviate this double taxation by some reasonable means.

5. Source Jurisdiction—Since source jurisdiction is considered primary, the right of the United States to tax income reasonably deemed to arise from sources within the United States takes precedence over the right of other countries to impose tax on the same income on the basis of domiciliary jurisdiction.

Project Supervisor: Stanley S. Surrey, Harvard University Law School, Cambridge, Massachusetts [Deceased 1984].

Reporter: David R. Tillinghast, New York, New York.

Associate Reporter: Hugh J. Ault, Boston College Law School, Newton, Massachusetts.

Consultants: Melvin S. Adess, Chicago, Illinois; M. Bernard Aidinoff, New York, New York; Gerald T. Ball, Washington, D. C.; George W. Beatty, Washington, D. C.; Richard G. Cohen, New York, New York; Harvey P. Dale, New York University School of Law, New York, New York; Richard M. Eigner, San Francisco, California; Richard A. Gordon, Washington, D. C. [from 1985]; Joseph H. Guttentag, Washington, D. C.; John B. Jones, Jr., Washington, D. C.; Jerome B. Libin, Washington, D. C.; John S. Nolan, Washington, D. C.; Robert H. Preiskel, New York, New York; Richard C. Pugh, New York, New York; Sidney I. Roberts, New York, New York; H. David Rosenbloom, Washington, D. C. ; Leslie Schreyer, New York, New York [from 1983]; Mervin M. Wilf, Philadelphia, Pennsylvania.

Liaisons: Carl L. Estes, II, Houston, Texas, for the American Bar Association Section of Taxation; Robert J. Patrick, Washington, D. C., for the U. S. Branch of the International Fiscal Association.

Tentative and Other Annual Meeting Drafts

Tentative Draft No. 10: Introduction. United States Taxation of Foreign Persons: I. General Considerations Concerning the Income Taxation of Foreign Persons; II. Basic Approach to the Formulation of Taxing Jurisdiction Based on Source; III. General Features of Existing Law; IV. Summary of Recommendations; V. Recommended Rules for Determining Source of Income xx, 125 pp., 1983, Order Code 5681, $15 -- Order this item

Tentative Draft No. 13: V. Recommended Rule for the Source of "Effectively Connected" Income; VI. General Considerations Concerning Tax Base and Rate of Tax; VII. Treatment of Different Kinds of Income; VIII. Additional Issues in the Structure of Net Base Taxation; IX. Branch Remittance Tax; X. Issues in the Imposition of Gross Basis Tax xx, 116 pp., 1984, Order Code 5727, $15 -- Order this item

Tentative Draft No. 14: United States Taxation of Foreign Persons: XI. Personal Holding Company Tax and Accumulated Earnings Tax. United States Taxation of the Foreign Income: I. Summary of Existing Law; II. General Taxing Rules; III. Taxation of U. S. Shareholders of Foreign Corporations; IV. Reporters’ General Recommendations; V. Rules Relating to Imposition of Current Taxation; VI. Rules for Imposition of Deferred Taxation; VII. Rules for Imposing Ordinary Income Tax on Sale or Exchange of Shares; VIII. Definitions of Affected Foreign Corporations; IX. Definition of Passive Income; X. Definition of Investment-Type Base Company Income; XI. Definition of Base Company Sales and Services Income xxv, 257 pp., 1985, Order Code 5783, $20 -- Order this item

Tentative Draft No. 15: The Foreign Tax Credit: I. General Introduction; II. Summary of Existing Law; III. Definition of Creditable Taxes; IV. Who is Entitled to the Credit?; V. The Formulation of Limitation Rules; VI. Determining Source of Income for Limitation Purposes; VII. Temporal Aspects of the Foreign Tax Credit; VIII. The Effect of Losses; IX. Issues in Formulating the Indirect Credit; X. Passing Through Foreign Corporations the Source and Character of Income xvii, 203 pp., 1986, Order Code 5821, $20 -- Order this item

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Volume II: Proposals on United States Income Tax Treaties

xxiv, 352 pp., 1992, Order Code 5369, Was $80. NOW $40. -- Order this item

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This volume is a sequel to the Institute’s earlier volume on International Aspects of United States Income Taxation, published in 1987. While the 1987 volume addressed various aspects of United States internal income tax law as applied to international business transactions, the present one deals with the special set of problems involved in treaties between this country and our trading partners and contains specific proposals aimed at bringing divergent national tax laws and incidents of taxation into reasonable accord. For practitioners, it provides a valuable tool for comprehending the increasingly important role of treaties in determining the tax consequences of international transactions.

Topics addressed include:

� Interpretation of treaty language and formulation of treaty concepts—The materials developed here provide guides both for the formulation of treaty provisions in the future and for the interpretation of existing treaties.

� The legal relationship between statutory law of taxation and the treaty law of taxation—The material examines the complex legal relationship between the United States statutory law of income taxation and the tax treaty law, including the issues surrounding the Congressional practice of "overriding" existing treaties.

� Application of treaty law to reduce source-based taxation—Included in the discussion of these issues is an extended analysis of limitation of benefits or "treaty-shopping" clauses.

Finally, the project addresses the principle of non-discrimination, which is fundamental to tax law, and its specific application to both resident and nonresident taxpayers.

The usefulness of the volume is enhanced by appendices listing all current United States income tax treaties and containing relevant provisions of Restatement Third, the Foreign Relations Law of the United States, and the Vienna Convention of the Law of Treaties; by tables showing cited statutes; treaties and conventions; regulations, rulings, and committee reports; cases; and other authorities; and by an index.

Reporters: Hugh J. Ault, Boston College Law School, Newton, Massachusetts; David R. Tillinghast, New York, New York.

Associate Reporter: Stephen E. Shay, Boston, Massachusetts.

Consultants: M. Bernard Aidinoff, New York, New York [to 1989]; George W. Beatty, Washington, District of Columbia; David H. Brockway, Washington, District of Columbia; Harvey P. Dale, New York University School of Law, New York, New York; Pamela Brooks Gann, Duke University School of Law, Durham, North Carolina; Joseph H. Guttentag, Washington, District of Columbia; Randall K. C. Kau, New York, New York [from 1989]; Richard O. Loengard, Jr., New York, New York; Andreas F. Lowenfeld, New York University School of Law, New York, New York; J. Roger Mentz, Washington, District of Columbia; John S. Nolan, Washington, District of Columbia; Sidney I. Roberts, New York, New York; H. David Rosenbloom, Washington, District of Columbia; Leslie J. Schreyer, New York, New York; Leonard B. Terr, Washington, District of Columbia [from 1989].

International Consultants: Brian J. Arnold, Faculty of Law, University of Western Ontario, London, Ontario, Canada; John F. Avery-Jones, London, England; Kees van Raad, The Hague, The Netherlands.

Liaisons*: Carl L. Estes II, Houston, Texas, for the American Bar Association Section of Taxation; Robert J. Patrick, Jr., Washington, District of Columbia, for the U. S. Branch of the International Fiscal Association.

Observer*: Lief Muten, Senior Adviser, Fiscal Affairs Department, International Monetary Fund, Washington, District of Columbia.

Tax Program Committee: M. Bernard Aidinoff, Chair, New York, New York; William D. Andrews, Harvard University Law School, Cambridge, Massachusetts; Michael J. Graetz, Washington, District of Columbia; Howard G. Krane, Chicago, Illinois; John Stephen Nolan, Washington, District of Columbia.

*As of May 13, 1991.

Tentative and Other Annual Meeting Drafts

Tentative Draft No. 16: United States Income Tax Treaties: Part One. The Purpose of Income Tax Treaties and Their Legal Consequences; Part Two. Issues Arising in the Treaty Reduction of Source-Based Taxation; Part Three. Issues Relating to Residence Country Taxation; Part Four. Non-Discrimination xxi, 293 pp., 1991, Order Code 5330, $35 -- Order this item

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Taxation of Private Business Enterprises

Reporters’ Study

xxviii, 496 pp., 1999, softbound, Order Code 6135, Was $50. NOW $25. -- Order this item

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This extensive Reporters’ Study, the latest installment of the Institute’s ongoing Federal Income Tax Project, explores in depth the consequences of the flexibility presently available to owners of private business enterprises to determine how their businesses should be classified for federal income-tax purposes, and thus the extent of their income-tax liability.

In the interests of greater fairness, consistency, and simplicity, the Study recommends that current law should be replaced by a system whereby all private business firms, no matter what their form of organization and organizational characteristics, would be taxed as conduits for income-tax purposes, with tax liability passed through the company to the individual owners. It sets forth a coherent set of specific proposals, drawing upon modified versions of the present rules for Subchapters K and S, to that end.

Because it was the view of most of the project’s Consultants and Advisers that a fully satisfactory solution to the problems presented had not yet been achieved but that the analysis and recommendations were stimulating and important, it was decided not to attempt to reach a consensus on the floor of the Institute but instead to publish the work as a report to rather than by the Institute. As such, its cogent analysis of present law and its thoughtful recommendations for improvement will be valuable both to practitioners and to all those interested in reform of the current tax system.

Reporters: George K. Yin, University of Virginia School of Law, Charlottesville, Virginia; David J. Shakow, University of Pennsylvania Law School, Philadelphia, Pennsylvania.

Consultants: Joseph Bankman, Stanford Law School, Stanford, California; Andrew N. Berg, New York, New York; Karen C. Burke, University of Minnesota Law School, Minneapolis, Minnesota; Richard G. Cohen, New York, New York; Terence F. Cuff, Los Angeles, California; Mark P. Gergen, The University of Texas School of Law, Austin, Texas; Daniel I. Halperin, Harvard University Law School, Cambridge, Massachusetts; Robert Glenn Hubbard, Graduate School of Business, Columbia University, New York, New York; *Vester T. Hughes, Jr., Dallas, Texas; Jerome Kurtz, New York University School of Law, New York, New York; Lawrence Lokken, University of Florida, College of Law, Gainesville, Florida; William S. McKee, Washington, District of Columbia; John K. McNulty, University of California at Berkeley School of Law, Berkeley, California; Pamela F. Olson, Washington, District of Columbia; Ronald A. Pearlman, Washington, District of Columbia; William A. Rosoff, Spring House, Pennsylvania; Michael L. Schler, New York, New York; Stephen E. Shay, Boston, Massachusetts; Jeffrey T. Sheffield, Chicago, Illinois; *Sherwin P. Simmons, Miami, Florida; Willard B. Taylor, New York, New York.

Liaison: Jere D. McGaffey, Milwaukee, Wisconsin, for the American Bar Association Section of Taxation.

Tax Program Committee†: M. Bernard Aidinoff, Chair, New York, New York; William D. Andrews, Harvard University Law School, Cambridge, Massachusetts; Michael J. Graetz, Yale Law School, New Haven, Connecticut; Howard G. Krane, Chicago, Illinois; John Stephan Nolan, Washington, District of Columbia [Deceased 1999].

*Council liason

† Ex Officio Consultants