Entity Identity: The Taxation of Quasi-Separate Enterprises | The Tax Lawyer
Updated: 5 days ago
This article was originally published in Vol. 63, No. 1 (Fall 2009) edition of The Tax Lawyer. The full pdf is linked below, and you can find it in JSTOR.
I started to write this paper with the intention of discussing only series funds, at a time when the IRS had yet to issue any meaningful guidance on whether a series fund was to be treated for tax purposes as a single entity or a group of entities, one for each series. My plans changed, however, after Jim Peaslee and Jorge Tenreiro came out with a superb article on this issue, leaving me with little to add on this focused topic.
That article, did however, inspire me to pursue a path that led to this paper. They briefly discussed analogies between series funds and other arrangements such as tracking stock and stapled stock. It occurred to me that no commentary had been written that looked more broadly at the questions of when parts of a single legal entity should be treated as separate for tax purposes, or when multiple legal entities should be treated as one. In starting to look at these questions, I realized that other arrangements would also be relevant, including securitization vehicles, consolidated groups, and dual listed companies.
The resulting paper is a collection of mini-essays on the various arrangements that give rise to “quasi-separate” enterprises. But it seeks to be more than that, by examining ways in which the treatment of each of these arrangements sheds light on the others and extracting, to the extent possible, some general principles about when and how these quasi-separate enterprises should be treated as distinct entities for tax purposes.
You can read the full article here:
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