Michigan Business & Entrepreneurial Law Review最新文献_第3页

3(A)(10) Financing: New Predatory Financing Using the Securities Act 3(A)(10)融资:利用《证券法》的新型掠夺性融资

Michigan Business & Entrepreneurial Law Review Pub Date : 2015-08-06 DOI: 10.2139/SSRN.2640668

Thomas Glassman

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引用次数: 0

Hanging Together: A Multilateral Approach to Taxing Multinationals 团结一致:对跨国公司征税的多边方法

Michigan Business & Entrepreneurial Law Review Pub Date : 2015-08-04 DOI: 10.2139/SSRN.2344760

R. Avi-Yonah

{"title":"Hanging Together: A Multilateral Approach to Taxing Multinationals","authors":"R. Avi-Yonah","doi":"10.2139/SSRN.2344760","DOIUrl":"https://doi.org/10.2139/SSRN.2344760","url":null,"abstract":"The recent revelation that many multinational enterprises (MNEs) pay very little tax to the countries they operate in has led to various proposals to change the ways they are taxed. Most of these proposals, however, do not address the fundamental flaws in the international tax regime that allow companies like Apple or Starbucks to legally avoid taxation. In particular, the Organization for Economic Co-operation and Development (OECD) has been working on a Base Erosion and Profit Shifting (BEPS) project and is supposed to make recommendations to the G20, but it is not clear yet whether this will result in a meaningful advance toward preventing BEPS. This article will advance a simple proposal that would allow OECD member countries to tax MNEs based in those countries without impeding their competitiveness. The key observation is that in the twentyfirst century unilateral approaches to tax corporations whose operations span the globe are obsolete, and a multilateral approach is both essential and feasible. The article is divided into five parts. Part III addresses the fundamental question of why corporations should be taxed at all, and what are the implications for taxing MNEs. Part IV advances a proposal to tax MNEs at a reduced rate on all of their global profits on a current basis and outlines some of the advantages from such an outcome. Part V responds to some of the common critiques against this proposal and evaluates it in comparison with alternative proposals. Part VI addresses the implications of the proposal for developing countries. Part VII concludes by evaluating the likelihood that such a proposal may be adopted.","PeriodicalId":333345,"journal":{"name":"Michigan Business & Entrepreneurial Law Review","volume":"4 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2015-08-04","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"132808812","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":0,"RegionCategory":"","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}

引用次数: 26

The Volcker Rule, Banking Entities, and Covered Funds Activities 沃尔克规则、银行实体和备兑基金活动

Michigan Business & Entrepreneurial Law Review Pub Date : 2014-12-31 DOI: 10.36639/mbelr.4.1.volcker

J. Koh, Kyle Gaughan

引用次数: 0

Amenities, Amenities, Amenities? How Policy Makers Can SWOT Their Way to Better Entrepreneurial Facility Options 设施，设施，设施?政策制定者如何通过SWOT来选择更好的创业设施

Michigan Business & Entrepreneurial Law Review Pub Date : 2014-10-15 DOI: 10.2139/SSRN.2511080

Darren A. Prum

引用次数: 1

The Compliance Case for Social Enterprise 社会企业的合规案例

Michigan Business & Entrepreneurial Law Review Pub Date : 2014-09-23 DOI: 10.36639/mbelr.4.1.compliance

Joseph W. Yockey

引用次数: 5

The Meaning of the Market Myth 市场神话的意义

Michigan Business & Entrepreneurial Law Review Pub Date : 2012-12-31 DOI: 10.36639/mbelr.1.1.meaning

Benjamin Means

引用次数: 0

A Grateful Testimonial to Doug Kahn 感谢道格·卡恩

Michigan Business & Entrepreneurial Law Review Pub Date : 1900-01-01 DOI: 10.36639/mbelr.5.2.grateful

Terrence G. Perris

引用次数: 0

Doug Kahn: The Pied Piper of Tax Law 道格·卡恩:税法的魔笛手

Michigan Business & Entrepreneurial Law Review Pub Date : 1900-01-01 DOI: 10.36639/mbelr.5.2.doug

Barrie Lawson Loeks, B. P. Rosen

{"title":"Doug Kahn: The Pied Piper of Tax Law","authors":"Barrie Lawson Loeks, B. P. Rosen","doi":"10.36639/mbelr.5.2.doug","DOIUrl":"https://doi.org/10.36639/mbelr.5.2.doug","url":null,"abstract":"Doug Kahn’s love of tax law appears to be contagious. His wife was a tax lawyer, his son is now a tax law professor, and even his daughter in law is a tax lawyer. Doug may have caught the “tax disease” from his elder brother, who was also a leading tax lawyer. In politics, we have the Kennedys, the Bushes, and the Clintons; in the world of tax law, we have the Kahn family dynasty. One can only assume that the discussions around the family Thanksgiving table sliced and diced tax regulations and policies right along with the turkey and trimmings. Doug attained his “pied piper” status by inspiring untold numbers of law students to follow him in the study and practice of tax law in the years since he joined the Michigan Law faculty in 1964. Many, if not most of these law students took Doug’s tax courses because they felt they needed to, rather than out of any compelling desire to immerse themselves in tax law. After all, tax law is generally considered difficult to understand, and Doug’s courses had the reputation of requiring a great deal of work. The great Albert Einstein may have formulated the theory of relativity, but even he had a hard time grasping tax law, reportedly saying, “[t]he hardest thing in the world to understand is income taxes.”","PeriodicalId":333345,"journal":{"name":"Michigan Business & Entrepreneurial Law Review","volume":"20 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"1900-01-01","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"115049556","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":0,"RegionCategory":"","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}

引用次数: 0

Dispute Resolution as a Part of Your Merger or Your Acquisition Agreement 作为合并或收购协议的一部分的争议解决

Michigan Business & Entrepreneurial Law Review Pub Date : 1900-01-01 DOI: 10.36639/mbelr.1.1.dispute

Kenneth Mathieu, Vincent P. Schmeltz

{"title":"Dispute Resolution as a Part of Your Merger or Your Acquisition Agreement","authors":"Kenneth Mathieu, Vincent P. Schmeltz","doi":"10.36639/mbelr.1.1.dispute","DOIUrl":"https://doi.org/10.36639/mbelr.1.1.dispute","url":null,"abstract":"Often overlooked until invoked, the dispute resolution provisions of an acquisition agreement frequently mirror the terms of a lawyer’s last deal. Yet such provisions—including purchase price adjustment clauses, the terms of governing earn-out disputes, and the contract sections outlining the indemnification claims process—often have long-term economic ramifications on the buyers and sellers. In working with corporate lawyers over the years, we have noted that corporate lawyers understand (and give intense thought to) the leverage their clients have, what their clients hope to accomplish in a transaction, and what makes long-term economic sense in drafting an agreement and negotiating more advantageous deal terms. In this article, we hope to bring the same analytical intensity to dispute resolution provisions. While every deal is different and perspectives will vary between buyers’ and sellers’ counsel, we have attempted to inform practitioners of the issues that can arise depending on how the parties design their dispute resolution provisions. Accordingly, we have first set out our views on the current transactional environment and its implications on deal leverage and terms. Then, we have described each of the key deal provisions that we believe fall under the broad rubric of “dispute resolution” provisions. In particular, we have analyzed: (i) Purchase Price Adjustments; (ii) Earnouts; and (iii) Indemnity for Breach of Representations and Warranties.","PeriodicalId":333345,"journal":{"name":"Michigan Business & Entrepreneurial Law Review","volume":"1 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"1900-01-01","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"129352035","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":0,"RegionCategory":"","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}

引用次数: 1

Private Equity in Brazil: Industry Overview and Regulatory Environment 巴西私募股权:行业概况和监管环境

Michigan Business & Entrepreneurial Law Review Pub Date : 1900-01-01 DOI: 10.36639/mbelr.2.1.private

S. Guy

{"title":"Private Equity in Brazil: Industry Overview and Regulatory Environment","authors":"S. Guy","doi":"10.36639/mbelr.2.1.private","DOIUrl":"https://doi.org/10.36639/mbelr.2.1.private","url":null,"abstract":"The overall goal of this note is to paint a picture of the current state of the private equity industry in Brazil and the existing regulations which must be obeyed to participate as a private equity investor. Part II of this note provides a brief history of the private equity industry in Brazil, discusses recent investor interest in the growing area, and introduces the main regulatory bodies in Brazil. Part III explains several specific rules that govern a private equity investment by breaking down the “life” of a private equity investment into four stages: (1) setting up the private equity fund, (2) investing in a targeted company, (3) managing the targeted company, and (4) exiting the investment. At each of these stages, the focus is on explaining the general ground rules that a private equity investor must abide by, with the goal of introducing practitioners to the regulations governing an investment in Brazil throughout the investment’s life cycle. In a complementary note, which will be published in Issue 2 of this Journal, I will build on this introduction to Brazil’s private equity industry and main regulators and provide a critical analysis of the underlying policy choices inherent in Brazil’s regulatory regime, and provide modest suggestions for future reforms.","PeriodicalId":333345,"journal":{"name":"Michigan Business & Entrepreneurial Law Review","volume":"34 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"1900-01-01","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"124173818","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":0,"RegionCategory":"","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}

引用次数: 0

Michigan Business &amp; Entrepreneurial Law Review最新文献

Michigan Business & Entrepreneurial Law Review最新文献