Maintaining the Strength of American Capitalism
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Tax Strategies for Selling Your Company by David Boatwright and Agnes Gesiko Latham & Watkins LLP
Tax Strategies For Selling Your Company By David Boatwright and Agnes Gesiko Latham & Watkins LLP The tax consequences of an asset sale by an entity can be very different than the consequences of a sale of the outstanding equity interests in the entity, and the use of buyer equity interests as acquisition currency may produce very different tax consequences than the use of cash or other property. This article explores certain of those differences and sets forth related strategies for maximizing the seller’s after-tax cash flow from a sale transaction. Taxes on the Sale of a Business The tax law presumes that gain or loss results upon the sale or exchange of property. This gain or loss must be reported on a tax return, unless a specific exception set forth in the Internal Revenue Code (the “Code”) or the Treasury Department’s income tax regulations provide otherwise. When a transaction is taxable under applicable principles of income tax law, the seller’s taxable gain is determined by the following formula: the “amount realized” over the “adjusted tax basis” of the assets sold equals “taxable gain.” If the adjusted tax basis exceeds the amount realized, the seller has a “tax loss.” The amount realized is the amount paid by the buyer, including any debt assumed by the buyer. The adjusted tax basis of each asset sold is generally the amount originally paid for the asset, plus amounts expended to improve the asset (which were not deducted when paid), less depreciation or amortization deductions (if any) previously allowable with respect to the asset. -
Capital Gains and the Distribution of Income In
CAPITAL GAINS AND THE DISTRIBUTION OF INCOME IN THE UNITED STATES∗ Jacob A. Robbinsy November 2018 Latest version here. Abstract This paper constructs a new data series on aggregate capital gains and their distribution, and documents that since 1980 capital gains have been the main driver of wealth accumulation. Over this period, capital gains averaged 8% of national income and comprised a third of total capital in- come. Capital gains are not included in the national income and prod- uct accounts, where the definition of national income reflects the goal of measuring current production. To explain the accumulation of household wealth and distribution of capital income, both of which are affected by changes in asset prices, this paper uses the Haig-Simons income concept, which includes capital gains. Accounting for capital gains increases the measured capital share of income by 5 p.p., increases the comprehensive savings rate (inclusive of capital gains) by 6 p.p., and leads to a greater measured increase in income inequality. Keywords: Capital gains, inequality, capital share, savings rate JEL Classification: E01, D63, E22, E21 ∗I would like to thank Gauti Eggertsson, David Weil, and Neil Mehrotra for their valuable guidance and insight. I thank the James and Cathleen Stone Project on Wealth and Income Inequality, the Washington Center for Equitable Growth, and the Institute for New Economic Thinking for financial support. yBrown University, Department of Economics, e-mail: [email protected] 1 INTRODUCTION 1 Introduction This paper documents a new fact: aggregate capital gains have increased sub- stantially in the United States over the past forty years. -
A: Short-Term Gains (Less Than One Year) Are Distributed to Shareholders As Income Dividends and Are Taxed at Their Ordinary Income Tax Rate
Near the end of each calendar year many mutual funds distribute capital gains to their shareholders. These gains arise when securities that have appreciated in value are sold and may be offset by sales of those that have depreciated in value. If the net result of the two is positive, then there is a capital gain, which by law must be distributed to each shareholder by the end of the calendar year. This material is being provided for informational purposes and should not be considered tax advice. Please consult your tax professional for more information. The following frequently asked questions provide further insight on the topic and may prove helpful. Q: What is the difference between a short-term and long-term capital gain? A: Short-term gains (less than one year) are distributed to shareholders as income dividends and are taxed at their ordinary income tax rate. Long-term capital gain distributions (greater than one year) are taxed at a maximum rate of 20%. Q: If the market is down or a fund has negative performance, why is a capital gain paid out? A: A fund may distribute capital gains due to the sale of a security which may have appreciated in value over the course of several years. A buy-low-and-sell-high philosophy creates just such an event. Portfolio managers who buy and hold for the long-term may also sell securities that have been held for a long time period and have exceeded price targets in a down market year, thereby creating a taxable event. -
What's Next for the United States?
February 2021 Konrad-Adenauer-Stiftung Office USA, Washington, D.C. What's next for the United States? Part 2: Climate Change and Energy Supply By Sabine Murphy How is the Biden administration changing the direction of the U.S.? The KAS Office USA takes a first look, in a series of five country reports. This report deals with climate and energy challenges. The White House website promises “swift action to tackle the climate emergency” and a “clean energy revolution”. Key Policy Goals The Biden-Harris administration doesn’t make it a secret that the fight against climate change is on top of the to-do-list. Climate is prominently listed on the White House website as one of seven top policy priorities. It states: “President Biden will take swift action to tackle the climate emergency. The Biden administration will ensure we meet the demands of science, while empowering American workers and businesses to lead a clean energy revolution.”1 The Biden administration takes a decidedly different approach to energy use and the impact of rising temperatures on the environment than its predecessor. After four years of the Trump administration denying scientific findings about climate change, Biden has pledged to follow science and involve the entire federal government in the fight against climate change. By creating inter-agency working groups and a National Climate Task Force, Biden wants to ensure that his policies for the production of clean energy and the reduction of greenhouse gas emissions, are not limited to single agencies but will be implemented throughout the federal government. During his campaign, Biden promised to reach a goal of net-zero emissions across the economy before 2050, and to eliminate pollution caused by fossil fuel in electricity production by 2035. -
December 2016
December 01, 2016 Thursday 9:00 AM - 9:30 AM Travel 9:30 AM - 12:00 PM Federal Financial Institutions Examination Council Meeting -- 1801 K Street NW 12:00 PM - 12:30 PM Travel 1:30 PM - 2:00 PM Travel 2:00 PM - 4:00 PM Financial and Banking Information Infrastructure Committee Senior Leaders Meeting -- Main Treasury 4:00 PM - 4:30 PM Travel 4:30 PM - 6:00 PM Meeting with Senior Leadership -- 1 Constitution Square 8:25 PM - 9:45 PM Flight to DCA -- Southwest 1001 December 02, 2016 Friday 9:30 AM - 10:00 AM Meeting on Credit Scores -- Call-In 12:00 PM - 1:00 PM Personal (b)(6) This exemption protects personnel, medical, and similar information from disclosure and a clearly unwarranted invasion of personal privacy. It requires agencies to balance an individual's right to privacy and the public's right to know. Information protected under this exemption may include a person's name, date of birth, social security number, and any other information deemed Personally Identifiable Information (PII). 1:00 PM - 1:30 PM Check-In with Technology and Innovation -- Call-In 2:00 PM - 2:30 PM Check-In with Advisor -- Call-In 2:30 PM - 3:00 PM Meeting on Supervision -- Call-In 3:30 PM - 4:00 PM Call with Kat Taylor, CEO of Beneficial State Bank -- Call-In 4:00 PM - 4:30 PM Call with Art Murton, Director, OCFI; Rick Delfin, Deputy Director, OCFI; Brent Hoyer, Deputy-RMS; David Wall, Legal; FDIC -- Call-In 5:15 PM - 5:30 PM Meeting with Director's Office -- Call-In Director Richard Cordray 1 of 12 December 05, 2016 Monday 9:15 AM - 10:30 AM Flight to DCA -- Southwest 1109 11:00 AM - 11:30 AM Meeting Prep -- 1 Constitution Square. -
In the Court of Chancery of the State of Delaware Karen Sbriglio, Firemen’S ) Retirement System of St
EFiled: Aug 06 2021 03:34PM EDT Transaction ID 66784692 Case No. 2018-0307-JRS IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE KAREN SBRIGLIO, FIREMEN’S ) RETIREMENT SYSTEM OF ST. ) LOUIS, CALIFORNIA STATE ) TEACHERS’ RETIREMENT SYSTEM, ) CONSTRUCTION AND GENERAL ) BUILDING LABORERS’ LOCAL NO. ) 79 GENERAL FUND, CITY OF ) BIRMINGHAM RETIREMENT AND ) RELIEF SYSTEM, and LIDIA LEVY, derivatively on behalf of Nominal ) C.A. No. 2018-0307-JRS Defendant FACEBOOK, INC., ) ) Plaintiffs, ) PUBLIC INSPECTION VERSION ) FILED AUGUST 6, 2021 v. ) ) MARK ZUCKERBERG, SHERYL SANDBERG, PEGGY ALFORD, ) ) MARC ANDREESSEN, KENNETH CHENAULT, PETER THIEL, JEFFREY ) ZIENTS, ERSKINE BOWLES, SUSAN ) DESMOND-HELLMANN, REED ) HASTINGS, JAN KOUM, ) KONSTANTINOS PAPAMILTIADIS, ) DAVID FISCHER, MICHAEL ) SCHROEPFER, and DAVID WEHNER ) ) Defendants, ) -and- ) ) FACEBOOK, INC., ) ) Nominal Defendant. ) SECOND AMENDED VERIFIED STOCKHOLDER DERIVATIVE COMPLAINT TABLE OF CONTENTS Page(s) I. SUMMARY OF THE ACTION...................................................................... 5 II. JURISDICTION AND VENUE ....................................................................19 III. PARTIES .......................................................................................................20 A. Plaintiffs ..............................................................................................20 B. Director Defendants ............................................................................26 C. Officer Defendants ..............................................................................28 -
A Guide to Statistics on Historical Trends in Income Inequality by Chad Stone, Danilo Trisi, Arloc Sherman, and Jennifer Beltrán
Updated January 13, 2020 A Guide to Statistics on Historical Trends in Income Inequality By Chad Stone, Danilo Trisi, Arloc Sherman, and Jennifer Beltrán The broad facts of income inequality over the past seven decades are easily summarized: • The years from the end of World War II into the 1970s were ones of substantial economic growth and broadly shared prosperity. o Incomes grew rapidly and at roughly the same rate up and down the income ladder, roughly doubling in inflation-adjusted terms between the late 1940s and early 1970s. o The gap between those high up the income ladder and those on the middle and lower rungs — while substantial — did not change much during this period. • Beginning in the 1970s, economic growth slowed and the income gap widened. o Income growth for households in the middle and lower parts of the distribution slowed sharply, while incomes at the top continued to grow strongly. o The concentration of income at the very top of the distribution rose to levels last seen nearly a century ago, during the “Roaring Twenties.” • Wealth — the value of a household’s property and financial assets, minus the value of its debts — is much more highly concentrated than income. The best survey data show that the share of wealth held by the top 1 percent rose from 30 percent in 1989 to 39 percent in 2016, while the share held by the bottom 90 percent fell from 33 percent to 23 percent. Data from a variety of sources contribute to this broad picture of strong growth and shared prosperity for the early postwar period, followed by slower growth and growing inequality since the 1970s. -
Ferry for Free
Post 3 swings into action Pro-democracy paper publishes Ketchikan set to play six games over • final edition, four days, See page 6 Page 10 61 º/56º Weather, page 3 $1.00 THURSDAY, JUNE 24, 2021 TWITTER.COM/KDNNEWS WWW.KETCHIKANDAILYNEWS.COM 10 PAGES It’s their mountain, after all Board approves all agenda items SI candidate review scheduled, scope of Native consultation training expanded By SAM STOCKBRIDGE Daily News Staff Writer The Ketchikan School Board closed out a meeting on Monday evening just 71 minutes after it convened, unanimously approving all topics on its agenda, including a salary schedule, a collective bargaining agreement, a memorandum of agreement with the Ketchikan Gateway Borough to pave potholes at Point Higgins Elementary School and the purchase of new science tables for Schoen - bar Middle School. Board members also set a date to conduct a six-hour review of candidates' applications for the permanent superintendency with the assistance of the As - sociation of Alaska School Boards and agreed to extend a training opportunity involving Native organizations to other entities in Southeast Alaska. Board President Kim Hodne had been excused from the meeting. Vice Pres - ident Diane Gubatayao acted in his stead. Salaries The board unanimously approved two salary contracts. The board reviewed a salary schedule for professional classified employees, which are non-union at-will employees of the district responsible for managing See ‘School Board,’ page 3 Ferry for free: Ketchikan Daily News - 06/24/2021 Alaska offers 58-year-old Two Sitka blacktail deer travel up Deermount Street on Tuesday. Staff photo by Dustin Safranek Malaspina to the Philippines JUNEAU (AP) — The state of "This vessel is surplus to our Alaska is trying to dispose of a 58- fleet, is in need of some repairs, year-old ferry, and even has offered but does have some service life Tentative infrastructure deal reached to give it free to the government of left," according to Dunleavy's letter the Philippines. -
Supplem Ental Inform Ation
Supplemental Information Supplemental Summary of FY 2006 Appropriations Language Changes Summary of FY 2006 Appropriations Language technology modernization requirements; not to Changes exceed [$100,000] $150,000 for official reception and representation expenses; and not to exceed $258,000 Departmental Offices for unforeseen emergencies of a confidential nature, Salaries and Expenses to be allocated and expended under the direction of (Including Transfer of Funds) the Secretary of the Treasury and to be accounted For necessary expenses of the Departmental Offices for solely on his certificate: Provided further, That including operation and maintenance of the Treasury of the amount appropriated under this heading, Building and Annex; hire of passenger motor [$3,393,000] $5,173,000, to remain available until vehicles; maintenance, repairs, and improvements September 30, [2006] 2007, is for the Treasury-Wide of, and purchase of commercial insurance policies Financial Statement Audit Program, of which such for, real properties leased or owned overseas, amounts as may be necessary may be transferred to when necessary for the performance of official accounts of the Department’s offices and bureaus to business,[$157,559,000] $195,253,000, of which conduct audits: Provided further, That this transfer not to exceed [$7,274,000] $16,656,000 for authority shall be in addition to any other providedChanges Language Appropriations 2006 FY of Summary executive direction program activities; [not to exceed in this Act. (Transportation, Treasury, Independent -
Peter R. Orszag
PETER R. ORSZAG Peter R. Orszag is Vice Chairman of Corporate and Investment Banking and Chairman of the Financial Strategy and Solutions Group at Citigroup, Inc. He is also a Nonresident Senior Fellow in Economic Studies at the Brookings Institution and a Contributing Columnist at Bloomberg View. Prior to joining Citigroup in January 2011, Dr. Orszag served as a Distinguished Visiting Fellow at the Council on Foreign Relations and a Contributing Columnist at the New York Times. He previously served as the Director of the Office of Management and Budget in the Obama Administration, a Cabinet-level position, from January 2009 until July 2010. From January 2007 to December 2008, Dr. Orszag was the Director of the Congressional Budget Office (CBO). Under his leadership, the agency significantly expanded its focus on areas such as health care and climate change. Prior to CBO, Dr. Orszag was the Joseph A. Pechman Senior Fellow and Deputy Director of Economic Studies at the Brookings Institution. While at Brookings, he also served as Director of The Hamilton Project, Director of the Retirement Security Project, and Co-Director of the Tax Policy Center. During the Clinton Administration, he was a Special Assistant to the President for Economic Policy and before that a staff economist and then Senior Advisor and Senior Economist at the President's Council of Economic Advisers. Orszag has also founded and subsequently sold an economics consulting firm. Dr. Orszag graduated summa cum laude in economics from Princeton University and obtained a Ph.D. in economics from the London School of Economics, which he attended as a Marshall Scholar. -
Brian Deese's Policy Record Hurt the Most Vulnerable
Brian Deese’s Policy Record Hurt The Most Vulnerable From 2008 - 2016, Brian Deese rose from a law student to a Presidential advisor on fiscal policy, climate change, and trade. Deese’s personal geniality and intelligent demeanor drove this rise — but a review of his policy positions reveals a history of backing wildly incorrect conventional wisdom convivial to the powers that be. Brian Deese cannot be appointed to lead the National Economic Council, or any other economic or regulatory policy position. He has a demonstrated track record of supporting anti-factual austerity policies, tolerating and abetting climate change, and generally refusing to stand up to powerful interests when the situation demands it. AUSTERITY Today, economists agree that measures to cut public spending in the middle of the Great Recession greatly lengthened the recovery, and disproportionately harmed Black Americans whose incomes have still not recovered to pre-2008 levels. The case for austerity has been debunked in theory and practice for well over a decade. Brian Deese both consistently advocated for austerity measures since 2007, and played an active role in enacting an austerian agenda as deputy director of the Office of Management and Budget. In his confirmation hearing for that job, Deese voiced support for so-called “entitlement reform” and even means-testing Medicare. Today, Deese gives paid speeches to trade groups on “how the budget process can actually be used to reform entitlements and the tax code.” CLIMATE CHANGE Deese is perhaps best known for helping broker the Paris Climate Accords, but don’t think this means he will stand up to fossil fuel interests. -
ORGANIZING the PRESIDENCY Discussions by Presidential Advisers Back to FDR
A Brookings Book Event STEPHEN HESS BOOK UPDATED: ORGANIZING THE PRESIDENCY Discussions by Presidential Advisers back to FDR The Brookings Institution November 14, 2002 Moderator: STEPHEN HESS Senior Fellow, Governance Studies, Brookings; Eisenhower and Nixon Administrations Panelists: HARRY C. McPHERSON Partner - Piper, Rudnick LLP; Johnson Administration JAMES B. STEINBERG V.P. and Director, Foreign Policy Studies, Brookings; Clinton Administration GENE SPERLING Senior Fellow, Economic Policy, and Director, Center on Universal Education, Council on Foreign Relations; Clinton Administration GEORGE ELSEY President Emeritus, American Red Cross; Roosevelt, Truman Administrations RON NESSEN V.P. of Communications, Brookings; Ford Administration FRED FIELDING Partner, Wiley Rein & Fielding; Nixon, Reagan Administrations Professional Word Processing & Transcribing (801) 942-7044 MR. STEPHEN HESS: Welcome to Brookings. Today we are celebrating the publication of a new edition of my book “Organizing the Presidency,” which was first published in 1976. When there is still interest in a book that goes back more than a quarter of a century it’s cause for celebration. So when you celebrate you invite a bunch of your friends in to celebrate with you. We're here with seven people who have collectively served on the White House staffs of eight Presidents. I can assure you that we all have stories to tell and this is going to be for an hour and a half a chance to tell some of our favorite stories. I hope we'll be serious at times, but I know we're going to have some fun. I'm going to introduce them quickly in order of the President they served or are most identified with, and that would be on my right, George Elsey who is the President Emeritus of the American Red Cross and served on the White House staff of Franklin D.