"Historically, the most terrible things - war, genocide, and slavery - have resulted not from disobedience, but from obedience."
~ Howard ZinnPress Coverage of French Protests Broadcasts Neoliberal Message That Markets Matter More Than People
The media is speaking with almost one voice to enforce the neoliberal order: ordinary citizens must submit to the needs of the investor class.
Speck Reviews Oh’s Does the Corporate Tax Still Distort Organizational Governance?
This week, Sloan Speck (Blue J; Google Scholar, SSRN) reviews a new work by Jason S. Oh (UCLA; SSRN), Does the Corporate Tax Still Distort Organizational Governance?, 22 N.Y.U. J.L. & Bus. 69 (2025) (TaxProf Blog).
Lawyers and economists have long recognized that taxation affects business entities’ governance decisions, and these tax-induced distortions have motivated decades of calls for corporate tax integration. In Does the Corporate Tax Still Distort Organizational Governance?, Jason Oh brings fresh insights to these longstanding debates. Oh observes that publicly traded companies rarely organize as limited liability companies (or other noncorporate state-law forms), even though LLCs’ governance regime allows greater flexibility without changing the entity’s corporate tax classification (through a check-the-box election or under § 7704’s publicly traded partnership rules). As Oh frames the question, “Why are there so few public LLCs?” To explain this puzzle, Oh advances a “homogeneity hypothesis”: “public entities prefer homogeneous interests and therefore gravitate toward governance and taxation regimes that reinforce homogeneity amongst investors.” In a world where public companies have diverse stakeholders, allocating the firm’s residual value—and upside—in a block of small, standardized units just makes life simpler.
Read MoreYour Election Interference Fears Were 100% Justified
TMP – This Is Not a Drill … Repeat … NOT a Drill – Drilling Down Into the Details – More Threats From the Trump DOJ – “The Trump administration has launched a full-blown attack on the midterm elections in California. It’s the very thing that everyone has been worrying that Trump would do for more than a year and yet …
it doesn’t feel like the totality of what’s happening has really sunk in or embedded itself in the national political conversation as we sit here 12 days out from the end of voting. To recap for those just joining us, the Trump administration has used the false pretext of rampant noncitizen voting to:
- gin up criminal prosecutions nationwide against noncitizens for alleged voting-related crimes, with a special focus on California, where it rolled out a bunch of dubious new charges with high-profile arrests and official press conferences two weeks before the election;
- sue California to force it to segregate and not count mail-in ballots from alleged noncitizen voters until it undertakes some new, uncertain, and open-ended investigation into whether the voters are citizens;
- send federal agents door-to-door looking for noncitizen voters in what is at best a fishing expedition and at worst a campaign to terrorize and instill fear in potential voters in minority communities.
All of this happening — and I cannot emphasize it enough — while universal mail-in voting is already underway in California.
The various ways in which the Trump administration spent the past several months trying to monkey with the midterms — asserting unprecedented federal control over state-run federal elections, attempting to use the Postal Service to throttle mail-in ballot delivery, demanding access to voter rolls and individual voter information; marshaling federal databases in a purported effort to ferret out noncitizen voters; among other things — was merely a prelude to its open attack on the midterms now ongoing in California. The breadth and persistence of those earlier efforts by the administration has probably dulled the senses a bit and made it harder to distinguish what it happening now as a more serious and immediate threat to free and fair elections.
The other complicating factor is that the fight to fend off the administration’s attack in California stretches from coast to coast, making it harder for reporters to cover it as a single unified story and for the public to grasp the various tendrils. There’s a major civil lawsuit underway in California and two separate important lawsuits in D.C. Plus the myriad criminal cases in California, which won’t be decided until after the election.
At the same time, federal grand jury subpoenas are still outstanding that demand voter information from California election officials. And amidst all of that the Trump DOJ continues to actively threaten California election officials with prosecution if they don’t capitulate to administration demands…”