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Alan Patricof

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Unintended Consequences of the Enterprise Value Tax

Posted: 06/18/10 10:52 AM ET

For more than 40 years the question of whether "carried interest" of general partners of limited partnerships should be treated as capital gains or ordinary income for tax purposes has been a ticking time bomb waiting to be elevated to a higher level of public dialogue. During this time it has consistently been treated as capital gain under the tax code.

Carried interest is now the subject of active public debate brought about purely as a result of Congress seeking wherever it can, to deal with the need for new sources of revenue. In a matter of days it will likely be resolved to treat carried interest as ordinary income thus increasing the tax burden on thousands of general partners of limited partnership vehicles which invest in everything from energy to real estate to private equity and my own area of interest, venture capital. While I will be a casualty of the new legislation and while I believe strongly that if we, as a nation wish to encourage start-up formation and entrepreneurship, that there should be a carve out for partnerships focused on small early stage investments, I must admit that in its essential character, carried interest can be construed as ordinary income as it does not meet the test of an interest "at risk" necessary to be treated as a capital gain. In spite of that fact, I can argue that the middle of a recession is not a propitious time to increase the tax burden of the specific segment of the economy, namely venture capital, which is a gross and net creator of jobs. Nevertheless, reluctantly I will accept the outcome.

On the other hand, in the further quest to raise tax revenue it is now proposed additionally to create an "Enterprise Value Tax" (EVT) at ordinary tax rates upon the sale of the entities which manage these partnerships. In so doing, Congress is compounding the burden and is proposing to go far beyond any rational tax policy in what can only be described as a confiscatory manner. The proposed EVT would have far reaching negative implication for over 10 million individuals who have used the investment partnerships to run their business.

The Enterprise Value Tax is unprecedented, punitive and has no justification in the tax code. It will create the first class of American business that will not be afforded capital gains treatment upon sale or transfer and will affect millions of well-meaning people. These individuals have built farms, buildings as well as established a myriad of small companies in industries that are the job creation engine of our economic system. They have the rightful expectation that upon the sale of their business - many of which have been built over decades - they will be afforded capital gains treatment as does every other business.

Some tax experts are claiming that the enterprise tax is necessary to prevent circumvention of the new tax on carried interest. But that not only assumes that the seller of an investment partnership would be willing to commit fraud (guilty until proven innocent is not a part of the American tradition) but ignores both tools in the existing tax code and far less sweeping measures that would ensure that the new tax is properly collected.

The other justification advanced for the enterprise tax is the seductively large amount of revenue it would ostensibly collect. In times of huge fiscal deficits, no new revenues can be ignored and renouncing any becomes well nigh politically impossible. But most outside experts who have examined the new tax on carried interest say that the Congress has both woefully underestimated the amount the new tax on carry would raise and drastically overestimated the amount the enterprise tax would raise as investors and entrepreneurs alter their behavior to avoid it.

Congress can meet its revenue goals without this new tax, and investors are needed more than ever to sink capital into our economy and stay with it over the long term. Now is not the time to turn them away.

Great care should be taken before Congress implements legislation which vividly illustrates the law of unintended consequences.

 
 
 
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Linda from Deerfield
Paying attention
08:53 AM on 06/20/2010
Thank goodness this article did not go too terribly far down the familiar path of vilification of farmers -- one of the most insidious practices in which our society has willingly engaged.

I grew up among farmers whose Secretary of Agriculture stood before them and told them to grow or die -- farmers who have indeed mostly gone out of business and/or died now. Their children typically neither could nor would want to stay with that tradition.

Those few families who achieved enough success to bear the payment of erratic estate taxes without destroying the viability of the farm when the parents passed away still often left ownership in the hands of children who would never farm, though they might still honor those who do. Even these we are taught to hate. Here are offered a subtle hint that perhaps they function under some exotic privilege, like hedge fund managers whose annual millions are shielded from the tax rates endured by the rest of us. I don't buy it, simply because I've never known such a family.

Instead, I feel that I am getting a glimpse behind the curtain that hides the entities that own so much of our precious farm land, increasingly devoid of homes or opportunity for youth. Is it possible that they who dwell on tax privilege are the perpetrators of the unbearable price of good land, the devastation of rural America, and the final transformation of farmers into lowly wage slaves? Anybody know?
Linda from Deerfield
Paying attention
09:02 AM on 06/20/2010
Sorry for my darn wordiness leading me to errors: "Here [we] are offered a subtle hint ...." Anyway, it gives me a chance to ask what anyone might know about Robo Bank (if I remember correctly), a large foreign bank that seems to function in this farming world that, in my view, threatens to become more like the corporation which seems willing to gamble with our futures than the farmer who labors with love.
10:17 PM on 06/19/2010
...this is another example of Global Gambling Casino Monopolies, with illegal bank charters, using the tax code to shut out any competition.

Everyone thinks that a McDonald's franchise is 'small business'; it's not.

Everyone thought it was cute-n-funny to bail out Big Failures, like Goldman Sachs;

...because what you have now is an economic model that says corporate monopolies and gambling casinos will decree that forever more they will have access to taxpayer backed funds at 0% while serfs and wannabe entrepreneurs will enslave themselves with much higher rates.

However a system such as this is self-cannibilizing because the less-and-less credit for real production and infrastructure is diverted to more-and-more gambling trades on Wall Street.

Beneificaries of the system like Goldman Sachs, will demand that taxes be raised somehow in order to supplement the dwindling 'depository base' of 0% funding.

Of course the American sucker can't see it this way because his short-sighted view of life is re-inforced through constant tv-watching of sports and garbage.

But Goldman Sachs and JP Morgan could care less that the government will raise ever more taxes on poorer and poorer peoples because for now it's a temporary fix.

The stupidity in all of this is that many of us know this fact already and are trying to WARN peoples but until everything is completely canibalised and destroyed, only then will they say to themselves: "I think someone WARNED we were on a sinking ship".
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realitytrumpsbull
two 'alves of coconut!
11:05 PM on 06/19/2010
Let em raise taxes, who cares? Eventually, revenue dries up at the bottom level, businesses close, towns collapse, and everybody's broke, then we're all in the dole queue for our free cheese, singing an Iggy Pop song...
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LeftRight
TANSTAAFL
11:13 PM on 06/19/2010
You've got that backwards, CUTTING the taxes on the rich has done that already!
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12:34 AM on 06/20/2010
leftright as all right in this case. There is not a single piece of evidence that this economy has responded to the bulk of working people by any Tax cut since 1981. All former taxes became profits and they never trickled down. The middle class did marginally well for a while in the 80s and for a couple of years in the 90s, but were mainly maintained by rising house prices and credit as their wages and salaries slowly shrank against inflation. The working class never had a doubt we were heading nowhere but down in the outsourcing of production, cuts in benefits and pensions and wage increases that were so small they necessitated a ungodly reliance on credit cards just to pay basic expenses each month and not quite break even then. We should just declare corporate executive salaries and capital gains what they were the last thirty years - theft, or maybe to be kind a loan - and level an eighty percent wealth surcharge on everybody with over 4 million is personal wealth and property and reboot the economy back to 1971.
06:58 PM on 06/19/2010
Patricof presents this as if the legal status of a limited partnership is just a natural right and conveys no benefits on the business. It does, and it's essentially a subsidy of the government to these businesses. In that context, I don't find it terribly unreasonable that the government should extract some special fee for the privilege..
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12:37 AM on 06/20/2010
At the very least. Corporate executives chucked any ethics and values out the window a long time ago and redefined avariciousness as meritocracy. They were rich because they deserved it by working half as hard and spawning twice as many ways to game investment schemes.
06:10 PM on 06/19/2010
Liberals love to raise taxes. It's all they can grasp, it's the low hanging fruit.
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LeftRight
TANSTAAFL
11:07 PM on 06/19/2010
Conservatives love to destroy the country. It's all they can grasp, it's the low hanging fruit.
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realitytrumpsbull
two 'alves of coconut!
11:08 PM on 06/19/2010
As much harping as the Republicans did, during the Bush era, the government went another $6 trillion 'in the hole'. The total national debt is somewhere around $13T. $13T/310 million citizens=41k/person tax liability. That's going to keep a steady vacuum pressure on the taxpaying public.
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LeftRight
TANSTAAFL
12:30 AM on 06/22/2010
Not to mention the fact that of the $13 trillion debt let's look at what percentages came from THREE Republican Presidents.

Reagan took over in 1981 and the national debt stood at around $900 billion. When he left office we had just about $4 Trillion.

When Bush 41 came in we had that same $4 Trillion. When he left we were at about $5.5 Trillion.

When Bush 43 came in we had just about $6.5 Trillion. When he left we were at about $12.5 Trillion.

That adds up to $3 Trillion for Reagan, $1.5 Trillion for Bush 41, and $6 Trillion for Bush 43, or a total of $10.5 Trillion for those three! I'm SOOOOOOOO tired of cons lying about wanting smaller government in spite of those numbers!!!
03:21 PM on 06/19/2010
Before any new tax is discussed, states and federal government needs to cut their spending by 10% for a year. If they can't do that they should look for new jobs.
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12:39 AM on 06/20/2010
The government is the only ones still hiring anybody. Maybe the senate and top levels of the executive should take a pay cut, but we actually use government services our here in the real world every day, Like having paved roads to get to work if we have it.
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LeftRight
TANSTAAFL
12:32 AM on 06/22/2010
You'd have a GREAT point if the economy were good, but when the economy is bad the government becomes the spender of last resort, meaning that we NEED the government to deficit spend when times are bad!
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12:13 PM on 06/19/2010
Why is it that we charge sales tax on food in many states, but on shares of stock in none? I have to eat; I don't have to flip money around in the stock market thirty times a day.

Taxing the sale of shares like anything else bought and sold would put a serious lid on bubbles and speculation.

As far as this kvetching about taxing profits from the sale of partnerships as income? Color me an Eisenhower Republican on tax policy: a progressive income tax that tops out at around 90% and does not discriminate between earned income and extraordinarily rich people's income (aka capital gains.)

In fact, with the systems we have in place for tracking income, if we returned to Eisenhower's Republican policy on taxes, I'd be prepared to give up the sales tax on stocks!

"We cannot afford to reduce taxes" - Dwight Eisenhower on the 91-92% upper tax bracket he favored.
11:24 AM on 06/19/2010
Mr. Patricof is making an argument for trickledown economics – Let the rich people keep their money, and they will create new businesses that will give us lesser people jobs. Ummmm yea, that’s worked out swimmingly so far.

Over the last 60 years Mr. Patricof and his ilk have purchased enough representation in Congress to transfer the burden of subsidizing the federal government almost entirely onto the middle class, while at the same time transferring almost all of the benefits and protections to the rich.

I’ve had it. I hope you are taxed until you cry. Then you might have some small idea of what the rest of us have been going through.
ThatsTheTheWayItIs
religion, ideology, partisanship are delusional
11:15 AM on 06/19/2010
Tax capital gains and dividends the same as income.
Which they are, except people work for income, while the rich collect the benefit from that labor.
And then pay only 15% on that money they get for DOING NOTHING?

Tax capital gains and dividends like income, and the bill is not needed. Problem solved.

PS I live of my investments, so I also do nothing.
But not being rich, I pay income taxes because the money is in an IRA.
That's the other big ripoff: investment tax cuts are only for the rich, not for 401Ks or IRAs.
06:09 PM on 06/19/2010
Excellent Point! Those of us (including me) with 401(k0's pay ordinary income tax on our capital gains and dividends when we withdraw the money.
HUFFPOST SUPER USER
myth buster
09:18 PM on 06/19/2010
If the business fails, the worker loses only his income, not his assets. The investor's assets are at risk. Sure, you may lose your house if you cannot find work, but your employer's creditors cannot come after your house, car or any of your savings in any form, save those that are invested with the company.
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LeftRight
TANSTAAFL
11:08 PM on 06/19/2010
WRONG! If the business fails the worker will lose his income and everything that such income PAYS for, which are known as ASSETS.

It the business fails the "investor" will only lose what he's invested into the stock!
05:45 AM on 06/19/2010
Mr. Patricof you are a fool who is playing with fire. You will be convincing no one here that you should be allowed to keep any of your wealth.

This is the "property is theft" crowd. You are, therefore, a thief. And these are the cheerleaders of redistributive change. You will not last long here.
10:18 AM on 06/19/2010
Actually, no. We are the people looking at 9% unemployment looking at a guy saying he should get special treatment because he creates jobs. Show me the crazy number of jobs he's creating, and I might be interested in letting him continue to receive taxpayer subsidized welfare.

Look at it like this: I own a small business, which I started with my own capital. Because of that, my income is taxed as income. Had he loaned me the money, my income would be taxed at the normal rates, but his would only be taxed at 15%. Again, he would get welfare that I subsidize. If he only wants to pay 15% tax on his income, then he should lobby that everyone, including self-funded small business owners only pay 15%.
01:57 PM on 06/19/2010
You don't need to convince me of anything. Actually, we may agree on much more than you imagine.

I think that NO ONE should receive welfare, whether it be corporate or personal. I see no moral justification to strip wealth from some to fund the lifestyles of others.

As far as a flat tax of 13% or 15% on all income, without any deductions or loopholes... I've been a supporter of that for 30 years. I remember wearing a "Jerry Brown for President" button as a teenager because of his flat-tax scheme. The only caveat I would add would be to tax all income over a set "floor" of say $30,000 or $40,000 (this way you are not totally scr*wing the working poor).
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LeftRight
TANSTAAFL
12:11 PM on 06/19/2010
Wow, you have no idea what you're talking about, do you? Tell you what though, since you OBVIOUSLY hate having air traffic control keeping the planes from crashing on your house, and you hate having the police to come arrest a man who attacks you, and you hate having the fire department come put out the fire in your neighbor's house before it catches your house on fire, and you OBVIOUSLY got nothing out of public education, and I can tell you HATE driving on roads, and eating food that won't kill you, and drinking water that won't mutate your children into unmoving blobs..... Why don't you move to Somalia?
02:01 PM on 06/19/2010
Really? That's what you've got? Really.

I think you've hurt my feelings...
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04:33 AM on 06/19/2010
all income should be taxed as ordinary income no matter what it's source. if the rich want to reduce the taxes they pay they can stop their income and live off their accumulated wealth. by the same reasoning, the social security tax caps should be removed entirely, also. there is zero justification foe anyone making thousands of times the cost of living to not be taxed accordingly.
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Julio Penaloza
12:57 AM on 06/19/2010
What about teachers? You could make the argument that they train the next round of innovators and the service they provide is essentially an "early investment" in the future. Yet no one would seriously consider giving teachers a special tax break.

Why should people in the financial sector pay 15% when almost everyone else pays 25% and up? You call these things confiscatory and punitive, but that only reveals a misplaced sense of entitlement. The rich and the near-rich often make the mistake of thinking that America owes them something, when it is in fact they who owe American society for their continued success and prosperity. They may provide a vital service, but it is no more vital than the police officer who patrols the streets, the teacher who instructs our children, or the soldiers who guard us while we sleep. Yet somehow, the financial sector, that one segment of the population that has already benefited so much from American society believe they are entitled to even more. You say it is only by appeasing the greed of the investor that we can avoid economic disaster. I say that it is because we tried to appease their greed that we have this economic disaster in the first place.
10:20 AM on 06/19/2010
Exactly. I risked my own capital in my small business. My profits, however, are taxed at the full rate. My investment yielded a profit, just like stocks or real estate, so shouldn't I then also be entitled to only paying 15% capital gains?
05:22 PM on 06/19/2010
fanned
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meglon978
Beware of gifts bearing Greeks.
10:01 PM on 06/18/2010
"....and investors are needed more than ever to sink capital into our economy and stay with it over the long term."

Yes they are. Unfortunately, you're parroting the supply-side, trickle down mantra that's been disproven. When the economy tanks, like it has in this recession, we desperately need those investors who have been given huge breaks by supply siders to keep investing that money... yet they don't. We've spent 30 years giving them everything they could want, and the point in time where we need them.. they hold their money back.. or worse, take it out of country (exactly as anyone not a blind ideologue has seen these past 18-24 months).

Supply side economics does not work... all it does is give money to the rich who don't give a damn about anything or anyone other than themselves. Theoretical ideas only are acceptable until they've been proven not to work... catch up to reality.
HUFFPOST SUPER USER
myth buster
09:22 PM on 06/19/2010
Well supply side economics sure does raise revenue. Even if the economic benefits are not as great as advertised, it does raise the revenue needed to fund government.
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LeftRight
TANSTAAFL
11:10 PM on 06/19/2010
WRONG! Raising taxes to a certain point increases revenues. We are so far BELOW that point that we are now $13 TRILLION in the hole!
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meglon978
Beware of gifts bearing Greeks.
05:11 AM on 06/24/2010
The supply-sided economic travesty that we've endured for the past 30 years does NOT raise enough revenue to fund the government. If it did, we wouldn't have a national debt the size we do. You can mouth theoretic all you want, but after 30 years of it being in practice with such dismal results... it's no longer theoretical, it's an abject failure.

Here's some reading for anyone so blind as to think supply sided economics still works. This was done by a conservative economics researcher, and republican adviser... and neatly summed up as:

"What the budget office found, as study after study has shown, was that any new revenue that tax cuts brought in paled in comparison with their cost. This is why the deficit jumped under the last two tax-cutting presidents (Ronald Reagan and George W. Bush) and fell under the last two tax-raising presidents (George H. W. Bush and Bill Clinton)."

http://www.cbo.gov/ftpdocs/69xx/doc6908/12-01-10PercentTaxCut.pdf
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Nebris
Auteur and Guru
08:55 PM on 06/18/2010
I'm old enough to remember when there was progressive taxation. This is not to be confused with "Progressivism," the political movement that began with Robert La Follette. What progressive taxation means is that an increasing percentage of the income and/or wealth is taxed as income increases. For example, Nelson Rockefeller was in the 90% bracket. He was a "liberal" "Republican," a type of being which no longer exists. He was a piece of crap (read: Attica prison riot), but far less a piece of crap than what we have today.

Our political discourse is so degraded that any discussion of progressive taxation is treated as communist heresy. In such a limited forum of ideas we have self-serving claptrap like this article, passing for reasoned discourse.

Our economic system is collapsing. I believe it will collapse. No "unless we do this" or "unless we do that." We will have arguments like the one above to remember when it becomes clear what got us into this mess. This is what Karl Marx meant when he said Capitalism contains the seeds of its own ruin. He meant it straight-up, Capitalism behaving at its best, but corrupt, greedy, self-glorying, narcissistic Capitalism will self-immolate more rapidly.

We might as well start figuring out what the next system will be. We have plenty of examples, private and public, of how not to run an economic system. Maybe by a process of "neti-neti" (not this, not this) ...
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10:50 AM on 06/19/2010
Sounds like you think we are collapsing because people don't pay enough taxes. All I know is that I pay over 60% of what I earn. When I am done with that, I pay another 8% of what I am left with when I spend it. With that I have to provide 100% of my own retirement above social security.

Could it possibly be that we spend too much money? That this profligacy of our governements is the problem? That the utter generational theft that the "Greatest American Generation" and the ones to follow committed on the current and future generations by promising absurd government pensions without paying for them. By committing us to a never ending series of wars and interventions we have hemorrhaged both precious blood and the future's treasure?

Capitalism isn't failing because people don't pay enough taxes. It is failing because it promised too much to too many that never pay anything at all.
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LeftRight
TANSTAAFL
12:32 PM on 06/19/2010
Wrong, he said that he thinks those who can most afford it are the ones who SHOULD be paying more taxes.

And as for the 60%, I don't believe you. I'm making just over 5 figures with my wife, and we're paying around 35-40% total in taxes.
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08:39 PM on 06/18/2010
When I saw this on the front page this morning I thought, "How odd... This doesn't belong on HuffPo... What's going on?" and I simply ignored it. Then over on Salon.com I see the following:

Why is HuffPo defending trickle-down economics?
Alan Patricof, an investor in the publication, uses it to argue against raising taxes on hedge fund managers
http://www.salon.com/technology/how_the_world_works/2010/06/18/alan_patricof_huffington_post/index.html

Seriously, HuffPo, you've got a lot of 'splainin' to do here... What does Arianna have to say?