Is It Too Late for Sustainability? Not if We Follow This Prescription
©. Tim Crocker via RIBA/ Passivhaus townhouses in Goldsmith Street
Peter Rickaby says he has "never been more optimistic about the possibility of change," but it will require some radical action.
A lot of people (including me) talk about the IPCC target, how we have ten years to cut our greenhouse gas output almost in half if we are going have a chance at holding the global temperature rise to 1.5 degrees. But I am not sure it is the best way to look at it:
What we have is a carbon budget – 420 gigatonnes when the IPCC did the calculation in 2018, and now down to 332 gigatonnes, according to the Mercator Research Institute Carbon Clock as I write. Every kilogram we emit right now comes off that budget right now, not in 2030.
George Monbiot gets this, and notes in a recent post that targets are counterproductive; we wrote about this too: "It's not just the target that's wrong, but the very notion of setting targets in an emergency."
Slide 1 in my lecture at Ryerson University last week/ Lloyd Alter/CC BY 2.0
This is a theme that I have been discussing in my teaching at Ryerson University, where I stress that designers in particular have to be dealing with this right now. It's why in my first lecture, on Radical Efficiency, I concluded that Passivhaus or Passive House was the minimum standard of energy efficiency that anyone should accept – hard limits that get verified right now. It's why I have no time for architects who sign up for Architects Declare and then design giant glass, steel and concrete towers now that will just be completed in 2030. That's why I get more pessimistic with each passing day.
Public Domain. Wikimedia
Wikimedia/Public Domain
Consultant Peter Rickaby says he is optimistic in Passivehouse Plus magazine. He writes that "the global campaign of young people led by Greta Thunberg, the response to David Attenborough's documentaries, and popular support for Extinction Rebellion are encouraging and inspiring." In particular, he is impressed by the take-up (in Europe, anyway) of the Passivhaus standard, suggesting that it's "evidence that building and housing professionals are taking sustainability seriously."
But then he continues with his to-do list:
The change required is so far-reaching that it is hard to grasp and can only be sketched out here. We must stop expanding airports. We must stop building city-centre office blocks with huge journey-to-work footprints in the transport sector, and instead re-think working practices using the internet. We must stop building shopping centres surrounded by carparks and continue to re-think retailing around online shopping and efficient delivery.
I might argue that we should re-think retailing around restoring our main or high streets, but OK, Rickaby continues noting that we need to "co-locate homes and workplaces, schools and recreation within walking distances of each other and on public transport routes." We have to make our buildings healthier and more energy efficient (which is why we promote Passivhaus) and eliminate dependence on fossil fuels (which is why we call for Radical Decarbonization and electrifying everything).
Here I would add that we have to stop building single family houses; we need the kinds of densities that can support businesses that you can walk or bike to, that can support transit, and where kids can walk to school. And here is my favorite:
We must stop using concrete, bricks, steel and excessive amounts of glass because they are the most energy intensive building materials imaginable. We must turn most buildings into exporters of energy, to compensate for the protected buildings whose energy demand will be difficult to eliminate without damaging our architectural heritage. We must adopt a whole-life approach to energy use and emissions. We must re-use old buildings or recycle the materials and products from which they are made, and we must design new buildings for easy re-use and/or recycling.
One could write a whole essay just about this paragraph, about the idea that new buildings compensate for older, existing buildings. This is an idea that I have not heard before but makes a lot of sense.
Reading all of this, I do find it hard to believe that Rickaby is truly an optimist, concluding that "we may already have left it too late, but I suspect that if we fail to rise to the challenge this time our children will not forgive us."
Actually, Peter Rickaby has issued a wakeup call, to which I say again that we have a clock ticking down to when our carbon bucket is full, and that we have to start all of the above right now. Which is why I remain a pessimist.
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Home Practice areas Corporate Tax Laws and Regulations 2021 USA
Corporate Tax Laws and Regulations 2021 | USA
Overview of corporate tax work over the last year
Key developments affecting corporate tax law and practice
Developments affecting attractiveness of the United States for holding companies
2021 continued to present pandemic-related challenges as well as new opportunities driven by the "light at the end of the tunnel" sentiment resulting from approval and successful deployment of vaccines in the developed world. Incentives introduced as part of COVID relief policies, legacy issues stemming from the 2017 tax reform (the Tax Cuts and Jobs Act, or TCJA), an increasingly remote and domestically mobile workforce, as well as a significant shift in U.S. government policies, shaped the corporate tax trends in 2021.
Types of corporate tax work
Much of the 2020–21 corporate tax work focused on implementation of tax changes passed as part of the TCJA and the 2019 COVID economic stimulus package (the CARES Act) in addition to trying to predict when the new administration would push forward its tax reform proposals. In late 2020, the Internal Revenue Service (IRS) announced that it had completed work on material guidance needed to implement the TCJA. However, many uncertainties remain, including around use of valuable corporate tax attributes such as net operating losses, foreign tax credits and previously taxed income. With the U.S. government increasing tax compliance enforcement and planning to raise the corporate income tax rate from 21% to upwards of 28%, we anticipate continued pressure on optimising the use of tax attributes and deductions to manage the effective tax rate impact on corporate P&Ls.
The dominant role of e-commerce during the pandemic resulted in tax planning and tax controversy with transfer pricing, income sourcing and the nature of intercompany transactions dominating workstreams and the court dockets.
Planning to reduce worldwide cash taxes through utilisation of existing tax attributes and deductions remained popular while large internal restructuring projects remained mostly in the feasibility phase due to uncertainty brought upon by pending tax reform in the U.S. as well as globally.
Significant deals and themes
U.S. initial public offerings (IPOs) and deal markets remained strong despite the pandemic. Nasdaq had 395 IPOs in the first half of the year that raised a total of $103 billion – the highest amount of proceeds raised on record.1 Of the 395 listings during the first half of the year, 160 were operating companies, representing a 78% win rate in the U.S. market, with healthcare and technology industries leading the charge in 2021.2
Nasdaq held the largest direct listing among all exchanges, welcoming Coinbase (COIN) with $65 billion in market cap.3
We saw a record number of IPOs from Special Purpose Acquisition Companies (SPACs). According to SPAC Alpha,4 270 SPAC IPOs were completed by December 2020. This trend continued in 2021, with 300 SPACs raising nearly $90 billion in the first three months of 2021.5
Both direct listings and SPACs were attractive to sponsors, founders and early-stage investors as they allow selling shares immediately without the usual post-IPO lock-up period that limits the initial supply of shares and facilitates a quicker cash exit, if desired.
A significant increase in SPAC IPOs attracted the attention of U.S. regulators. On April 12, 2021, the U.S. Securities and Exchange Commission (SEC) issued a staff statement involving warrants issued by a SPAC.6 As a result, most of the existing warrant agreements may require changes to continue to be treated as equity for financial statement purposes. It is uncertain to what extent this development will slow down the market, but it will make the deal valuation process more intricate and subject to regulatory and accounting challenges.
SPAC warrants also present tax challenges from a U.S. corporate tax perspective. A SPAC set up as a foreign corporation is generally treated as a passive foreign investment company (PFIC) for U.S. federal income tax purposes. Direct and indirect investments in PFICs may result in a higher effective U.S. tax rate for U.S. shareholders as well as onerous compliance requirements for both the SPAC and its investors.
As the world recovers from the pandemic, we anticipate the SPAC trend to spread globally, even if cooling off somewhat in the U.S., while the market watches existing SPACs find targets and deploy their capital in 2021–22.
The private equity market remained intensely competitive, with many firms struggling to deploy capital at projected rates and facing competition from strategic corporate buyers, especially in the high-tech and biotech sectors. Many strategic acquisitions were driven by digital transformation and innovation needs. We anticipate this trend to continue throughout 2021 and 2022.
Credit, distressed debt and asset securitisation activities continued at a brisk pace with many traditional private equity and hedge fund investors deploying their capital in these alternative strategies to generate higher fixed income returns in a low-interest rate environment. Relaxation of certain regulatory restrictions for these transactions made it easier to attract global institutional capital.
U.S. real estate transactions focused on residential real estate, infrastructure and opportunity zone investing. The remote work and business environment accelerated migration to low- or no-income tax states, causing real estate acquisition sprees in Florida, Texas, Colorado and other similarly situated states.
We expect that the evolution in U.S. climate change policies will stimulate environmental, social, and governance (ESG) investing. On June 14, 2021, the U.S. House of Representatives passed the ESG Disclosure Simplification Act (the ESG Act). The ESG Act mandates that the SEC: (a) require each issuer, in any filing of the issuer that requires audited financial statements, to disclose ESG metrics; and (b) define ESG metrics. Assuming the ESG Act is passed into law and the SEC swiftly issues further regulatory guidance, the U.S. market will become much more attractive to foreign ESG investors. The extension of current and the introduction of new tax credits for ESG-driven investments and activities will continue to positively impact shareholder return on investment.
Despite fast-paced innovation in the blockchain and crypto space, the U.S. market continues to face uncertainty given the lack of tax guidance from the IRS as well as lack of guidance from the SEC on the nature of crypto assets (i.e., security vs commodity vs other property). It is clear at this point that the U.S. government will not recognise crypto as currency, but it will be helpful if the SEC could come to a conclusion as to whether it should be treated as a "security", "commodity" or "other property" for regulatory purposes. The U.S. courts currently treat crypto assets as a commodity. Despite these uncertainties and extreme volatility, crypto assets remain popular with investors and we anticipate further growth and innovation to drive the crypto industry through the ups and downs of 2021.
The past 12 months have been eventful for the U.S. tax practice, especially with the change in administration and policy objectives. The Biden administration's tax policies spearheaded by U.S. Treasury Secretary Janet Yellen focus on global cooperation to stop the "tax rate race to the bottom" and implement a minimum tax on large multinational corporations. On July 1, 2021, 130 countries agreed to a U.S.-backed plan to impose a 15% global minimum tax on corporations as part of the broader agreement to overhaul international tax rules.7
We expect a significant overhaul of the U.S. cross-border tax framework over the next few years. We also expect more aggressive enforcement by the tax authorities and more high-profile tax litigation.
Our summary below focuses primarily on legislative changes, case law and policy developments affecting multinational corporate groups and foreign investors in the U.S. markets.
U.S. tax reform proposals
On May 28, 2021, the Biden administration released the Fiscal Year 2022 Budget and the "General Explanations of the Administration's Fiscal Year 2022 Revenue Proposals", also known as the "Green Book". The Green Book proposed to increase the corporate tax rate from 21% to 28%. It also proposes to impose a 15% minimum tax on the book earnings of large corporations and a significant overhaul of the international tax provisions introduced by the TCJA, including global intangible low-taxed income (GILTI), base erosion and anti-abuse tax (BEAT), foreign-derived intangible income (FDII) and tightening of the so-called corporate inversion provisions.
The Disclosure of Tax Havens and Offshoring Act (DTHOA), passed on June 16, 2021, as part of the larger Corporate Governance Improvement and Investor Protection Act, will direct the SEC to mandate public disclosure of country-by-country financial reports by large corporations. These reports would include basic information from a corporation on each of its subsidiaries, and country-by-country financial information that aggregates all subsidiaries in each country – including profits, taxes, employees, and tangible assets. It is expected that these rules will be aligned with the country-by-country reporting (CBCR) rules currently in place for companies with annual financial statement revenues in excess of $850 million. The key difference being that the CBCR disclosures are currently published by the IRS on an aggregate basis only, whereas reporting under DTHOA will be available on a company-by-company basis via disclosures filed with the SEC and available in the public domain.
Selected tax cases affecting U.S. and foreign multinationals
Adams Challenge (UK) Ltd. vs Commissioner, 154 T.C. 37 (2020)
Adams Challenge, a UK corporation, did not file a federal income tax return for 2009 or 2010. In 2014, the IRS concluded that Adams Challenge was engaged in a U.S. trade or business and prepared and subscribed returns for the company for those years under Internal Revenue Code (Code) section 6020(b). Shortly thereafter, the IRS issued Adams Challenge a notice of deficiency determining (among other things) that pursuant to Code section 882(c), the company was entitled to no deductions or credits for 2009 or 2010 because it had failed to file returns. In 2015, Adams Challenge petitioned the Tax Court for a redetermination, claiming the regulation that contains the timely filing requirement was invalid. In 2017, Adams Challenge submitted protective returns for 2009 and 2010 and thereafter filed a motion for partial summary judgment, challenging the disallowance of deductions and credits. The company also claimed that the IRS's actions violated the business profits and the non-discrimination articles of the bilateral income tax treaty between the U.S. and the United Kingdom.
The Tax Court held that Adams Challenge was not entitled to the benefit of deductions or credits because it did not submit "returns" for 2009 and 2010 until after the IRS had prepared and subscribed returns for it. The Tax Court did not address the validity of the regulations because here Adams Challenge never filed tax returns; they were filed by the IRS. Thus, under the plain language of the statute, Adams Challenge was not allowed deductions and credits.
The Tax Court further held that the IRS's interpretation of Code section 882(c)(2) does not violate either the business profits article or the non-discrimination article of the US-UK tax treaty. In general, U.S. courts tend to interpret treaty non-discrimination provisions more narrowly than their EU counterparts.
The Adams Challenge case serves as a reminder of the severe punishment that a foreign corporation faces when it fails to file a U.S. federal income tax return when one is required. As noted above, it is not always clear whether a foreign corporation has a U.S. trade or business. In those cases of uncertainty, a foreign corporation can file a protective tax return to avoid the cruel result of paying U.S. tax on gross income if the IRS applies Code section 882(c)(2) to deny deductions and credits because no tax return was originally filed. When faced with paying U.S. tax on gross income, a foreign corporation does not want its only options to be arguing that the regulation is invalid or trying to get a waiver from the IRS.
Transfer pricing cases
Facebook is litigating a $9 billion tax assessment related to Facebook's transfer pricing allocation to its Irish subsidiary. Facebook has since quietly moved its Irish intellectual property back to the United States8 and closed its Irish divisions. It also shifted the responsibility for all users outside the U.S., Canada and the EU from its international HQ in Ireland to its main offices in California shortly before the General Data Protection Regulation (GDPR) came into force in Europe on May 25, 2018. It is not clear how much tax considerations played into these decisions.
In November 2020, Coca-Cola lost a Tax Court case to the IRS. The case focused on the appropriate benchmarking method for intercompany profits. Coca-Cola argued that its foreign supply points owned valuable intangibles and therefore deserved to be compensated at a higher rate. The Tax Court sided with the IRS, pointing out the lack of documentation for intercompany transactions and, as a result, lack of contractual rights to intangibles held by Coca-Cola's foreign locations. Although Coca-Cola has somewhat unique facts (e.g., the fact that its secret beverage formula is stored in a vault in Atlanta), this case is a stern reminder that even the best-constructed legal argument is not a substitute for contemporaneous and accurate documentation of intercompany transactions. It is also a reminder that one's transfer pricing analysis needs to be refreshed periodically and that the IRS will not necessarily accept the same methodology it has accepted in the past as part of a closing agreement.
U.S. state tax developments
On June 29, 2021, the U.S. Supreme Court denied New Hampshire's bid to strike down as unconstitutional the Massachusetts regulation9 that governs personal income taxation for non-residents who have been telecommuting since the start of the COVID-19 pandemic.10 While easing the tax compliance burdens for some employers, the Massachusetts regulation imposes Massachusetts personal income tax on New Hampshire residents who began working remotely from home for Massachusetts-based employers, despite not having set foot in Massachusetts since the start of the pandemic. The central issue in the case, according to New Hampshire, would have been whether "Massachusetts may tax New Hampshire residents for work performed entirely within New Hampshire simply because those individuals once commuted to Massachusetts for work". The case was closely watched by all U.S. states as similar issues arose in other instances where individuals telecommute from lower- or no-income states to their jobs with physical offices based in Massachusetts, California, New York and other high-tax states that have adopted or will adopt regulations similar to Massachusetts. Corporate employers will likely continue to rely on applicable payroll withholding regulations issued in the state where their physical offices are located and to which employees are assigned or consider radically changing their office assignment policy for fully or partially remote employees post-2021.
The rise of a remote workforce and the exponential growth of the digital economy will further complicate sourcing and transfer pricing disputes across U.S. states as well as where goods and services are provided to customers outside of the United States. For example, corporate taxpayers claiming export VAT exemption for services provided for consumption outside of the EU should be aware of the possibility that U.S. states may raise a claim to tax income earned on services provided to customers located in the United States. Similarly, taxpayers claiming apportionment to foreign jurisdictions for sales tax purposes need to be careful about not jeopardising their VAT exemptions. Furthermore, the states' tax authorities may review global transfer pricing documentation prepared by large multinationals to support their federal income tax positions and capitalise on any inconsistencies between the global allocation and apportionment of income and expenses and a multinational's state sourcing methodology.
New regulations and guidance issued by the U.S. tax authorities
2020 was a year of intense regulatory activity by the U.S. Treasury and the IRS. The outgoing administration made issuance of timely published guidance under the TCJA its priority for the past three years. By December 31, 2020, the Treasury and the IRS issued approximately 59 final regulations, 42 Revenue Procedures, 59 Notices, and other guidance. Among critical corporate tax guidance published between June 30, 2020 and June 30, 2021 were the following:
Temporary and proposed regulations interpreting new consolidated net loss provisions under section 1502. These rules respond to the enactment of section 2303 of the CARES Act discussed in the 2020 edition of GLI – Corporate Tax, which retroactively extends the carryback period under Code section 172 for taxable years beginning after 2017 and before 2021, and affects corporations filing consolidated returns. The rules permit consolidated groups that acquire new members that were members of another consolidated group to elect in a year subsequent to the year of acquisition to waive all or part of the pre-acquisition portion of an extended carryback period under Code section 172 for certain losses attributable to the acquired members where there is a retroactive statutory extension of the net operating loss carryback period under section 172.
Final and proposed regulations under GILTI and subpart F income provisions of the Code regarding income subject to a high rate of foreign tax. The regulations provide detailed technical guidance and clarify reporting requirements for U.S. shareholders of foreign corporations. This guidance relates to changes made by the TCJA, which was enacted on December 22, 2017.
Final and proposed regulations and related IRS guidance addressing limitation on deduction for business interest expense. The regulations provide guidance to taxpayers on how to calculate the limitation, what constitutes interest for purposes of the limitation, which taxpayers and trades or businesses are subject to the limitation, and how the limitation applies in a consolidated group, partnership, international, and other contexts. Proposed regulations specifically address application of the limitation in contexts involving pass-through entities, U.S. shareholders of controlled foreign corporations, and foreign persons with effectively connected income in the United States. The regulations also provide guidance regarding the definitions of real property development, real property redevelopment, and syndicate. The regulations affect taxpayers that have business interest expense, particularly pass-through entities, their partners and shareholders, and foreign corporations and their U.S. shareholders.
Final and proposed regulations concerning ownership attribution under Code section 958, including for purposes of determining status as a controlled foreign corporation or U.S. shareholder. This guidance finalised the proposed regulations published on October 2, 2019. The proposed regulations narrowed the scope of foreign corporations that are treated as controlled foreign corporations for purposes of the look-through rule under Code section 954(c)(6).
Final regulations regarding limitation on deduction for dividends received from certain foreign corporations and amounts eligible for section 954 look-through exception. The guidance finalised proposed regulations published on June 18, 2019, and removed temporary regulations published on the same date.
Final regulations that provide guidance regarding BEAT imposed on certain large corporate taxpayers with respect to certain payments made to foreign-related parties. The final regulations affect corporations with substantial gross receipts that make payments to foreign-related parties.
Final regulations that provide guidance regarding the additional first year depreciation deduction under Code section 168(k). These final regulations reflect and further clarify the increased deduction and the expansion of qualified property, particularly to certain classes of used property, authorised by the TCJA.
Final and temporary regulations providing guidance for foreign persons that recognise gain or loss from the sale or exchange of an interest in a partnership that is engaged in a trade or business within the United States. The regulations affect partnerships that, directly or indirectly, have foreign persons as partners. These rules may impact corporate taxpayers because partnerships are commonly used as pooling vehicles when structuring investments in the U.S. and to facilitate joint ventures.
Final regulations modifying the rules for determining the source of income from sales of inventory produced within the U.S. and sold without the U.S. or vice versa. These final regulations contain new rules for determining the source of income from sales of personal property (including inventory) by non-residents that are attributable to an office or other fixed place of business in the United States. In addition, the final regulations modify certain rules for determining whether foreign source income is effectively connected with the conduct of a trade or business within the U.S. and, therefore, is subject to net income taxation in the United States.
Final and proposed regulations that provide guidance relating to the allocation and apportionment of deductions and creditable foreign taxes. The regulations provide for the definition of financial services income, foreign tax redeterminations, availability of foreign tax credits under the transition tax, the application of the foreign tax credit limitation to consolidated groups, adjustments to hybrid deduction accounts to take into account certain inclusions in income by a U.S. shareholder, conduit financing arrangements involving hybrid instruments, and the treatment of certain payments under GILTI provisions.
Final regulations under Code section 162(m), which for federal income tax purposes limit the deduction for certain employee remuneration in excess of $1 million. These final regulations implement the amendments made to Code section 162(m) by the TCJA and finalise the proposed regulations published on December 20, 2019. These final regulations affect publicly held corporations.
Final regulations providing guidance under Code section 1031 to implement recent statutory changes to that section. Like-kind exchanges are a relatively common mechanism used by investors to defer tax on built-in real estate gains. The final regulations amend the current like-kind exchange regulations to add a definition of real property to implement statutory changes limiting Code section 1031 treatment to like-kind exchanges of real property. The final regulations also provide a rule addressing a taxpayer's receipt of personal property that is incidental to real property the taxpayer receives in an otherwise qualifying like-kind exchange of real property. The final regulations affect taxpayers that exchange business or investment property for other business or investment property, and that must determine whether the exchanged properties are real property under Code section 1031.
Final and proposed regulations regarding the determination of whether a foreign corporation is treated as a passive foreign investment company (PFIC) and the application and scope of certain rules that determine whether a U.S. person that indirectly holds stock in a PFIC is treated as a shareholder of the PFIC. The regulations affect U.S. persons with direct or indirect ownership interests in certain foreign corporations with passive income or assets resulting, in some instances, in higher effective tax rate on investment income and additional compliance requirements.
Final regulations regarding the timing of income inclusion under an accrual method of accounting, including the treatment of advance payments for goods, services, and certain other items. The regulations reflect changes made by the TCJA and provide guidance on book-tax conformity rules for taxpayers who receive advance payments.
COVID-related tax legislation in the U.S.
On March 11, 2021, President Biden signed the American Rescue Plan Act of 2021 (ARPA) into law. The $1.9 trillion package, intended to provide further economic relief to counteract the COVID-19 pandemic, contains the following corporate tax provisions:
Section 162(m) limitation. ARPA extended the Code section 162(m) limitation on excessive employee remuneration from five to at least 10 highest-paid employees. Under this provision, publicly traded companies cannot deduct compensation for "covered employees" in excess of $1 million for tax years beginning after December 31, 2026. Covered employees under ARPA are defined to include the next five highest-paid executives in addition to the CEO, CFO and the next three highest-paid executives already within the scope of the limitation. Unlike the "original five", the "add-on five" will not be covered by the limitation indefinitely. As a result, there has been increased interest in reviewing and potentially realigning deferred executive compensation plans to soften the impact of the limitation when the revised rule goes into effect in 2027.
Section 864(f) repeal. ARPA repealed Code section 864(f) election for U.S. affiliated groups to allocate interest expense on a worldwide basis. In practice, this provision has never been operable as the U.S. tax authorities have not released guidance instructing taxpayers how to implement it. Accordingly, it was an easy revenue-raiser provision unlikely to affect tax attributes already accounted for on U.S. corporate financial statements or tax returns.
Section 6050W reporting threshold. To improve individual taxpayer enforcement, ARPA modified Code section 6050W's third-party payment settlement reporting threshold for third-party payment processors to $600 from $20,000 and clarified that the requirement applies to reporting for goods and services only. The Code section 6050W reporting requirement applies to all credit card processors and auction payment facilitators, regardless of whether they are U.S.- or foreign-incorporated, provided the reportable transactions include U.S. persons. In addition to reporting, third-party processors may be jointly and severally liable for 24% backup withholding tax where a U.S. person does not provide or provides an invalid U.S. taxpayer identification number.
Customs fee extension. ARPA extended certain customs user fees listed in 19 U.S. Code § 58c by one year to December 31, 2030. The event is remote enough to not affect five-year corporate cashflow projects. Businesses with 10-year debt service coverage ratio commitments should review the potential impact of this extension on their cashflow.
Extension of COVID-related credits and other clarifications. This development extended credits related to certain paid employee leave and clarified that restaurant revitalisation grants or target economic injury disaster loan advances, such as, e.g., payment protection loans, are generally excluded from gross income. This was a welcome development that provided additional relief to small and middle-market service companies affected by the pandemic-related economic downturn.
The 2017 reduction in the U.S. federal corporate income tax rate from 35% to 21% has raised interest in using U.S. companies as holding companies for the Americas-based operations and investments held by foreign companies. Given the current administration's intention to raise the corporate tax rate and substantially overhaul the recently enacted cross-border tax rules, it is unlikely that we will see further increases in U.S. holding company structures soon. With the ascent of the global minimum corporate tax rate and the further tightening of the U.S. anti-corporate inversion provisions, it is possible that more U.S.-based businesses would opt to onshore their holding companies to benefit from the U.S. government's advocacy on their behalf should income allocation or regulatory disputes arise in other jurisdictions.
On January 1, 2021, Congress passed the Corporate Transparency Act (CTA) as part of the overall 2021 National Defense Authorization Act. The CTA introduced new federal beneficial ownership reporting obligations for entities operating in the U.S., including foreign entities with a registered trade or business in the United States. The CTA also mandates that the U.S. Financial Crimes Enforcement Network establish a federal beneficial ownership database. Presumably, this database could be used to fulfil intra-government information requests, including under the tax treaty exchange information clauses.
The CTA is viewed as a welcome development by tax authorities and financial enforcement agencies around the world. Among the entities subject to the new reporting requirements are U.S. limited liability companies incorporated in Delaware, Nevada and Wyoming, which have been identified in the past by EU tax think tanks as being among the most secretive jurisdictions for shell companies in the world.11 Greater transparency requirements imposed by the CTA is a step towards alleviation of these concerns, allowing businesses to focus on the ease of incorporation and business-friendly corporate laws offered in these jurisdictions, Delaware in particular.
In the year ahead, we anticipate finalisation of the Biden administration's tax reform proposals. We also anticipate further increase in tax controversies as governments around the world, including the U.S., seek to raise revenues to offset pandemic-related spending. We anticipate an increased focus on revenue allocation across jurisdictions, foreign and domestic, and continued controversy around the finer points of the TCJA. The taxpayers will be well served to review whether their internal documentation is supportive of the tax positions they have taken or plan to take in the future. Attention to detail has never been as important as it is now.
(Hyperlink) (Hyperlink).
"Massachusetts Source Income of Non-Residents Telecommuting Due to the COVID-19 Pandemic" 830 Mass. Code. Regs. 62.5A.3 (as most recently proposed Dec. 8, 2020).
Sullivan & Worcester LLP
Irina Pisareva
Douglas Stransky
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Other USA chapters:
Corporate Tax 2021
Global Legal Insights - Bribery & Corruption 2022, 9th Ed.
Litigation & Dispute Resolution 2021
Pricing & Reimbursement 2021


Marlon T. Riggs
Marlon's Legacy
Signifyin' Works
Marlon Riggs Films & Awards
TONGUES UNTIED@30 retrospective at BAM in February 2019
Long Train Running: A History of the Oakland Blues (29 minutes, 1982)
Produced & Directed with Peter Webster (Master's Degree Thesis Project)
Ethnic Notions (56 minutes, 1987)
Tongues Untied (55 minutes, 1989)
Affirmations (10 minutes, 1990)
Anthem (8 minutes, 1991)
Color Adjustment (87 minutes, 1991)
Non, Je Ne Regrette Rien (No Regret) (38 minutes, 1992)
Black Is…Black Ain't (86 minutes, 1995)
California College of Arts and Crafts, Honorary Doctorate
George Foster Peabody Award, 1992
National Emmy Award, 1988
Berlin Film Festival, Best Documentary, 1989
AMFAR Award for Courage American Film Institute
Maya Daren Lifetime Achievement Award, 1992
Organization of American Historians, Erik Barnouw Award,1992
International Documentary Association, Outstanding Achievement Award, 1992
National Black Programming Consortium, Oscar Micheaux Award, 1992
Hetrix Martin, Annual Emery Award
San Francisco International Lesbian and Gay Film Festival, Frameline Award, 1992
People of Color Against AIDS Network Award
Los Angeles Film Critics Association
American Film and Video Festival Black Filmmaker's Hall of Fame, 1989
BAM FILM SERIES
Feb 6—Feb 14, 2019
"An artist of extraordinary courage and vision, Marlon Riggs (1957–1994) gave cinematic voice to gay black men at a time in America when to be either was to be denied one's full humanity. Defying the culture of silence and shame that pervaded the era of the AIDS crisis, Riggs created vibrantly expressive, innovative works that broke down the divide between documentary and personal essay to explore issues of race, sexuality, identity, and representation. When he became a lightning rod for controversy in the conservative culture wars of the 1980s and early 1990s, Riggs remained unbowed even as his health failed, working tirelessly to bring the richness of the queer African-American experience to the screen. Twenty-five years after his death, his voice remains vital, as seen in this complete retrospective which brings together all of Riggs' films alongside those of his contemporaries, key influences, and those whom he in turn inspired and who carry on his legacy. Special thanks to program advisor Vivian Kleiman" — From BAM Retrospective
2020 © Copyright Signifyn Works, All Rights Reserved. More Information DONATE


Horm Metab Res. 2012 Sep;44(9):682-7. doi: 10.1055/s-0032-1304607. Epub 2012 Mar 9.
Blocking of β-adrenergic receptors during the subfertile period inhibits spontaneous ovarian cyst formation in rats.
Fernandois D1, Lara HE, Paredes AH.
Department of Biochemistry and Molecular Biology, Laboratory of Neurobiochemistry, Universidad de Chile, Santiago, Chile.
As aging proceeds, fertility problems arise, and the success rate of in vitro fertilization declines. During reproductive aging, rat ovaries present spontaneous formation of cysts, followed by a concomitant increase in sympathetic nerve activity, causing infertility and cessation of ovarian function. β2-Adrenergic receptors, which are activated by noradrenaline (NA), modify follicular development and steroid secretions; thus, increased nerve activity has been associated with the development and maintenance of cystic structures. The purpose of this work was to block the effect of this sympathetic activity through in vivo administration of propranolol (a β-adrenergic receptor antagonist) to determine whether it delays cyst formation and cessation of the ovarian function in rats that had reached the subfertile period. Propranolol was administrated daily to 8- and 10-month-old rats for 2 months. Estrous cycling activity was monitored by vaginal smear, serum concentration of the steroidal hormones was determined by enzyme-immune assay and morphological analysis of the ovaries was performed using 6 μm tissue slices stained with hematoxylin-eosin. Propranolol increased the number of healthy follicles, the ovulation rate, and levels of serum sexual steroids (androstenedione, testosterone, and estradiol) and recovered estrous cycling activity. It also decreased the number of follicular cysts. These results suggest that the blockade of β-adrenergic receptors recovered ovarian function during reproductive aging. It is suggested that propranolol induces a time-dependent extension of the subfertile window, and it could be used to increase the success rate of fertility programs in aging woman.
© Georg Thieme Verlag KG Stuttgart · New York.
10.1055/s-0032-1304607
Adrenergic beta-2 Receptor Antagonists/administration & dosage*
Down-Regulation/drug effects
Fertile Period/drug effects*
Menstrual Cycle/drug effects
Ovarian Cysts/drug therapy*
Ovarian Cysts/genetics
Ovarian Cysts/metabolism
Ovarian Cysts/physiopathology
Ovarian Follicle/metabolism
Ovarian Follicle/physiopathology
Propranolol/administration & dosage*
Receptors, Adrenergic, beta-2/genetics
Receptors, Adrenergic, beta-2/metabolism
Adrenergic beta-2 Receptor Antagonists
Receptors, Adrenergic, beta-2
Georg Thieme Verlag Stuttgart, New York
Ovarian Cysts - MedlinePlus Health Information
PROPRANOLOL HYDROCHLORIDE - Hazardous Substances Data Bank