This week I will be talking of Maryland Assembly meetings and bills. I want to look at tax policy today as we listen to Congress move forward with corporate tax reform to lower corporate taxes because they are so burdened-----the same is happening at the state level.
Maryland is one state where all of the state's revenue makes it to the 1% through fraud or public policy. Laws on the books may look progressive but they are not enforced. The State of Maryland is in crisis because it has such a declining tax revenue collection. The legislative policy analysts say that Maryland citizens are largely unemployed, moving away, or are being paid too little to support the tax base needed. Corporate tax credits are at $100 million but I don't know where that low figure comes as Exelon in Baltimore was just given a $100 million credit just for themselves. The corporate tax credits are huge in Maryland, corporations are allowed to be categorized as non-profits, the corporate subsidy and fraud take the rest of the Maryland Treasury so we know where the revenue shortfall comes. Think as well at the degree of free or cheapened labor in Maryland as 'business-friendly'.
REMEMBER, FDR RAISED TAXES ON CORPORATIONS AFTER THE GREAT DEPRESSION TO 90% TO RECOVER THE MASSIVE FRAUDS THAT CAUSED THE ECONOMY TO CRASH----THESE GLOBAL CORPORATE POLS ARE DOING THE OPPOSITE.
Yet the solution for Maryland Assembly as well as Congress is more 'business-friendly policy. Baltimore is already mirroring Delaware in being corporate tax-free. What citizens in Maryland want is a state economy driven by small and regional businesses---not global corporations. Know who pays higher taxes, fees, fines, and service rates when corporations pay no taxes? Working/middle-class and small businesses. Ask the citizens in Delaware---they will tell you they pay for the corporations headquartered in their state that do not pay taxes.
Below you see the bogus progressive idea of taxing the corporations when the last several years has seen historic subsidy and tax credit given to corporations. Obama's IRS did not even collect those corporate taxes owed---hundreds of billions of dollars in corporate taxes not collected as in Maryland. Remember as well that Trans Pacific Trade Pact seeks to make it impossible to assess a financial transaction tax or any attempts to address too big to fail--so Obama's ploy of embracing this bank Robin Hood tax is posing.
The several years of Obama's terms have seen record-breaking merger and acquisitions of US global corporations of other global corporations. They used the tens of trillions of dollars in corporate fraud, the FED's free money of zero % interest, and a trillion of Congressional stimulus given as job creators but only expanded global corporations overseas with hiring overseas. The end result is that global corporations do not need to list publicly anymore-----the public stock exchange will end. So, the rich will own each other's stock and no taxes will be paid. Obama allowed this to happen by suspending Rule of Law and refusing to bring back the fraud. Trans Pacific Trade Pact seeks to allow global corporations to operate in the US without loss of profit----so taxation will be impossible as these global corporations are headquartered in developing nations. So, Obama wants to reform corporate taxes downward and this is just a ploy to make it look like they are holding corporations and wealth accountable.
More Big Venture-Backed Companies Shun IPOs, For Now
Number of Such Firms Valued at $1 Billion-Plus Hits a Record as Many Are Able to Get Funding Privately
Wall Street Journal
Forget these polls----they are no longer accurate.
AP-GfK Poll: Most back Obama plan to raise investment taxes
By STEPHEN OHLEMACHER and EMILY SWANSON 19 hours ago
WASHINGTON (AP) — The rich aren't taxed enough and the middle class is taxed too much. As for your taxes, you probably think they're too high as well.
Those are the results of an Associated Press-GfK poll that found that most people in the United States support President Barack Obama's proposal to raise investment taxes on high-income families.
The findings echo the populist messages of two liberal senators — Elizabeth Warren of Massachusetts and Bernie Sanders of Vermont — being courted by the progressive wing of the Democratic Party to run for president in 2016. The results also add weight to Obama's new push to raise taxes on the rich and use some of the revenue to lower taxes on the middle class.
Obama calls his approach "middle-class economics."
It's not flying with Republicans in Congress, who oppose higher taxes.
But Bob Montgomery of Martinsville, Virginia, said people with higher incomes should pay more.
"I think the more you make the more taxes you should pay," said Montgomery, who is retired after working 40 years at an auto dealership. "I can't see where a man makes $50,000 a year pays as much taxes as somebody that makes $300,000 a year."
According to the poll, 68 percent of those questioned said wealthy households pay too little in federal taxes; only 11 percent said the wealthy pay too much.
Obama laid out a series of tax proposals as part of his 2016 budget released this month. Few are likely to win approval in the Republican-controlled Congress. But if fellow Democrats were to embrace his ideas, they could play a role in the 2016 race.
One proposal would increase capital gains taxes on households making more than $500,000. In the survey, 56 percent favored the proposal, while only 16 percent opposed it.
Democrats, at 71 percent, were the most likely to support raising taxes on capital gains. Among Republicans and independents, 46 percent supported it.
Obama's other tax plans didn't fare as well.
About 27 percent said they favored making estates pay capital gains taxes on assets when they are inherited, and 36 percent opposed it.
Just 19 percent said they supported the president's aborted plan to scale back the tax benefits of popular college savings plans, 529 accounts, named after a section in federal tax law. Obama withdrew the proposal after Republicans and some Democrats in Congress opposed it.
"That's kids trying to make their own away in this world without having student loans," she said.
Obama's proposal to levy a new tax on banks was supported by 47 percent of those surveyed. Only 13 percent opposed it, while 36 percent were undecided.
It's tax season, that time of the year when people are confronted by their obligations to the government. The poll found that 56 percent of us think our own federal taxes are too high, and 4 percent said they pay too little.
While Obama and Congressional neo-liberals are pretending to get tough with capital gains and transaction taxes the entire financial industry has moved on from those issues. As I stated Obama has TPP blocking bank transaction taxes and as you see below-----these now huge and wealthy US corporations do not even have to list publicly----they are hiding behind 'going dark'. So, there is no intent to tax these corporations---TPP seeks to make any US law that takes from corporate profit able to be challenged in the global tribunal court.
What we need is Rule of Law to downsize these corporations and have them pay more taxes. It can be done----easy peasy if we GET RID OF GLOBAL CORPORATE POLS!
Publicly Traded Companies Going Private : NPR
Nov 13, 2005 · Koch Industries is buying paper products manufacturer Georgia Pacific for $13.2 billion, a deal that will make it the largest privately held company in the ...
March 17, 2009 Attorney Articles
- Also appearing in Business Finance's blog, 04/08/2009
Companies facing delisting are more likely to consider “going dark” than those not under immediate pressure to address their listing status. However, many companies not facing near term delisting pressure may also wish to consider this possibility. Public company burdens are particularly acute for companies with a market capitalization of less than $50 million and total revenues of under $100 million. Public company compliance costs can range from $1.0 million to over $3.0 million annually even for such a relatively small company. The more troubled the issuer, the more burdensome public company status can become as a company spends a greater proportion of its diminishing resources dealing with difficult disclosure and accounting questions. In the past there has been some stigma associated with “going dark.” As the current recession has deepened, this negative perception may have less force as companies face the very high costs of remaining a public company in a very difficult business environment.
What “Going Dark” Means “Going dark” refers to the process of voluntarily delisting a public company’s shares from a national securities exchange or inter-dealer quotation system (if so listed or quoted) and subsequently deregistering the shares under the Exchange Act, thus suspending or terminating the company’s public reporting obligations under the Exchange Act. Delisting alone does not eliminate public reporting requirements. Many non-listed companies are also reporting issuers. However, for such an unlisted public reporting company, the lack of a stock exchange listing may substantially diminish the benefits of remaining a public company.
“Going dark” should not be confused with a “going private” transaction. A “going private” transaction generally involves the cash-out of all or a substantial portion of a company’s public shares so that the company becomes eligible to delist and deregister its shares under the Exchange Act. “Going private” transactions can take many forms and may involve a merger, tender offer or reverse split of the company’s shares. “Going private” transactions require extensive and detailed disclosure filings under Rule 13e-3, the “going private” rule. “Going private” transactions are often undertaken by or at the direction of controlling shareholders or third party acquirors and require extensive board consideration, disclosure, fairness opinions, SEC filings and often a shareholder vote.
“Going dark,” on the other hand, can be accomplished without a shareholder vote, fairness opinion or any shareholder cash out. While some companies electing to delist and “go dark” have considered the possibility of providing shareholders with a liquidity event, such as a tender offer or stock repurchase program, in practice this is not often done because companies which “go dark” rarely have sufficient cash resources to make a meaningful tender offer. Nevertheless, such a liquidity event could be undertaken in connection with a “going dark” transaction by a company that has the cash resources to offer one, provided that care is taken not to trigger the “going private” rules.2
Procedures for “Going Dark” To understand the “going dark” procedure, it is first necessary to understand what triggers Exchange Act reporting requirements. A company’s Exchange Act obligations can be triggered in any of three ways:
- under Section 12(b) if it has shares listed on a national securities exchange;
- under Section 12(g) based on having over 500 record holders of a class of securities and total assets exceeding $10 million3; and
- under Section 15(d) by having a registration statement declared effective under the Securities Act.
Both U.S. domestic issuers and foreign private issuers can delist and/or deregister if there are less than 300 holders of record of the relevant class of its securities as defined in Rule 12g5‑1. It is possible for a company to have less than 300 holders of record of a class of securities even though it has thousands of beneficial owners of that class of securities. This is because, in counting record holders, in general, the issuer need only count the number of registered holders on its shareholder list and if depositaries are listed, the number of holders for whom the depositary holds securities. For most U.S. issuers, this mean counting the registered holders and adding the number of participants listed in the security position listing of DTC, the principal depositary for U.S. issuers.5 For purposes of determining whether the Company has less than 300 holders of record, Rule 12g5-1 has been interpreted to mean that an issuer does not have to further “look through” DTC participants to the ultimate beneficial owners. Many companies may therefore be eligible to delist and “go dark” without management or the board of directors even being aware of the possibility.
Foreign private issuers can also delist and deregister under Exchange Act Rule 12h-6 but that Rule requires the company to have and maintain a foreign listing which is its primary trading market. Since the non‑U.S. company would still be listed on a non‑U.S. Exchange, using Rule 12h-6 would not technically be “going dark,” although it would involve withdrawal from the U.S. reporting system.6
Conclusion The decision by a board of directors whether to “go dark” or remain a public company can be a difficult one, and it is important to engage experienced legal advisors early on in the process. The principal decision for the board of directors is whether remaining a public reporting company outweighs the benefits of “going dark.” Each company will have different factors to consider. Some companies are simply too small to achieve any significant benefit from public company status. On the other hand, public shareholders almost always prefer the more liquid market provided by an exchange listing and continuous disclosure requirements. Factors such as stock price, public float, company performance, and the costs of compliance with Sarbanes-Oxley and public company disclosure and accounting requirements must be weighed against the benefits to the company and its shareholders of having publicly traded stock as incentive compensation and acquisition currency. Creditor and customer requirements, company prestige and the company’s relationship with its stockholders can also be important factors to consider. Some boards of directors and special committees have found it helpful to retain a financial advisor to advise on the effects of “going dark” on comparable companies and on the desirability of providing cash to stockholders in the form of a stock repurchase program, tender offer or other liquidity event in connection therewith. In many instances, after a thorough review, the board of directors may conclude that going over to the “dark side” is not such an unpleasant option after all.
Below you see the Maryland Assembly ready to do the same corporate tax reform----what more could we give away to corporations to bring them here? It is of course this global market economy that is putting Maryland businesses out of business.
The answer is WE DON'T WANT CORPORATIONS OR GLOBAL CORPORATIONS COMING TO MARYLAND. WE WANT A DOMESTIC ECONOMY OF SMALL AND REGIONAL BUSINESSES THAT SIMPLY NEED ROOM TO GROW.
As Congressional neo-liberals prepare to reform corporate taxes downward because they are struggling to compete globally you know------so too are states and Maryland----where corporate subsidy is held to the highest standard is going to pretend to need to be 'business-friendly' as well. The citizens of Maryland of course want relief for small business owners who bear the burden of corporations paying no taxes along with the working and middle class.....but these tax reforms are going to further hit the big corporations as Maryland looks to Delaware and its reputation as a corporate headquarters for national and global corporations as its model. Talk to someone from Delaware and they will say what Maryland citizens say-------we are taxed to the gills as corporations are subsidized to the max!
Governor's commission on small business----REALLY?
The only small businesses being created in Maryland are the ones breaking up public education and public health and they will be taken over by global corporations in no time! Notice no talk of tax burden on citizens and notice national corporations are the draw for Hogan. The citizens of Maryland come out of their house in the morning with their hands up because they are fleeced by every business because of no oversight and accountability----Hogan says we need to get rid of more licensing and regulation.
Remember, Trans Pacific Trade Pact seeks to allow global corporations to ignore all labor and justice laws----and third world business environments are not pretty. Small businesses do not stand a chance in crony subsidized and global economy!
LYING, CHEATING, AND STEALING ARE THE MAIN STRENGTHS IN THIS KIND OF BUSINESS ENVIRONMENT
'Open for business' in Md.
By Jay Steinmetz Baltimore Sun
Op-ed: What will it take to improve Maryland's business climate?
Realism and willing legislators. The political momentum exists to make the changes everyone wants to improve Maryland, and now is the time to come together to make that happen. But it will take more than highway signs and campaign slogans to turn that momentum into policy changes needed to make Maryland economically competitive. We need to define our own success, and this election helps us do that.
Gov. Larry Hogan's campaign message was among the most focused of any statewide race in the country: Lower taxes, improve the business climate and create jobs. What he needs now is cooperation from the General Assembly.
Political and policy developments are setting the stage for what will define the next four years. Foremost among them are emerging disagreements between the governor and the General Assembly on the budget and taxes and the expected release of findings from Senate President Thomas V. Mike Miller and House Speaker Michael E. Busch on how to improve the business climate.
Nobody said this election was a mandate for gridlock, so let's determine what success is by examining what it is not. Success is not replacing auto factories and steel plants with casinos and call centers. Success is not propping up Baltimore City with politically-derived artificial spending supports that mask its true problems.
As planning took place for the governor's inauguration events, Hertz was building its new headquarters in Southwest Florida, and Georgia economic development officials sealed the deal for Atlanta to be the new home for Mercedes. Meanwhile, the Maryland Lottery and Gaming Control Commission was hard at work approving requests by the state's largest casinos to reduce slot machines and add more profitable table games.
One of Maryland's casinos tells customers that it will "make your poker dreams come true." While Hertz, on the other hand, manages a global fleet of automobiles and industrial equipment. Which company do you think has more of a need for coveted, high-paying IT jobs? Which ones will bring in more cash from customers using its products and services around the world? This election was based not on poker dreams, but on the American dream, which many see slipping away from Maryland.
Governor Hogan's Change Maryland organization detailed how high taxes affect job creation and accelerate the deterioration of the tax base. In one telling statistic, Baltimore City clearly has a problem. Despite the valiant efforts of Mayor Stephanie Rawlings-Blake, no U.S. city can expect to maintain essential services on its own as its tax base slips away at nearly 1.5 percent between tax years, as Baltimore saw according to a Change Maryland analysis of IRS data. In dollar terms, that equates to nearly $125 million in incomes that vanished. Overall, the state's tax base is declining as well.
The General Assembly for years has missed key economic indicators such as the declining tax base. According to Maryland Business For Responsive Government, only 18 percent of state delegates and senators are business owners. The organization's annual Roll Call report lists key business votes and chronicles years of open warfare that have made national headlines. Anti-business legislators have caused great damage to Maryland's perception among the financial media, site selection consultants and main street retail establishments. Now is the time to fix that.
The economic development commission will be releasing two reports. The first one, on the business climate, is slated for release this month. The Senate president and House speaker wisely adjusted the time frame to allow the committee to examine tax policy in a second report to be released later this year. This commission has an opportunity to define success by taking a serious look at the tax burden and making recommendations on how to improve our state's competitive position. Fortunately, their review will go beyond taxes.
Serious efforts to improve the business climate must go beyond tax policy to reduce regulations and cut bureaucratic tentacles that impede government approvals for routine processes such as licensing and permitting. The governor has a great deal of control to simplify regulations and direct state departments and agencies to improve outcomes for business dealing with the government.
The commission has been on a listening tour with Maryland businesses in which the feedback is not flattering. Of course it's not. After decades of harmful tax and regulatory policy, much work remains. Political momentum creates opportunities, and that moment has arrived. Now that Maryland is "open for business," we must invite businesses back in and encourage them to stay. When they start coming and stop leaving, we will know what success is.
Jay Steinmetz is CEO of Baltimore-based Barcoding Inc. and a member of the Governor's Commission on Small Business. His email is firstname.lastname@example.org.
The major problem for Maryland businesses is Maryland and city governments award bids to corporations often not even in the state and local businesses are made subcontractors-----making Maryland businesses bid so low for work that they cannot make profit and go out of business. The second major problem for Maryland businesses is that the citizens of Maryland are kept so poor-----no disposable income---that the only way to earn money it to go global for the world's rich. That is deliberate. The third problem for Maryland's businesses is they pay high taxes, fees, fines, and services just as the working and middle-class while corporations are paying nothing.
So, it is deliberate public policy to keep small businesses unable to compete and in fact pushing them out of business because Maryland sees itself as a global market economy catering to global corporate profit. No amount of pretending to be progressive with taxation towards small business or the public will happen. Think about Erhlich as a neo-con with all his taxes and fees and Hogan will do the same. O'Malley and Clinton neo-liberals are worse.
Look at who in on this commission----almost all are appointments from governor or friends of Chamber of Commerce.
I will be looking this week at Maryland and national tax policy and how global corporate pols will soak the people more and more as Trans Pacific Trade Pact is installed!
GET RID OF THESE GLOBAL CORPORATE POLS---ALL MARYLAND POLS ARE GLOBAL CORPORATE POLS!
Below you see the commission to study tax policy in Maryland.
EXPLANATION:CAPITALS INDICATE MATTER ADDED TO EXISTING LAW.[Brackets]indicate matter deleted from existing law.*hb0221*
HOUSE BILL 221Q75lr1388HB 554/14 –W&MCF SB 73By: Delegates Dumais, Serafini, Anderson, Barkley, Beitzel, Carr, Conaway, Cullison, Fraser–Hidalgo, Frick,Frush, Gilchrist, Gutierrez, Hammen, Hixson, Kaiser, Kelly, Kipke, Korman, Kramer, Lisanti, Luedtke, McIntosh, A.Miller, Moon, Platt, Reznik, S.Robinson, Smith, Tarlau, Valentino–Smith, A.Washington, B.Wilson, and ZuckerIntroduced and read first time: February 2, 2015
Assigned to: Ways and Means
Commission on Tax Policy, Reform, and Fairness
2FOR the purpose of establishing the Commission on Tax Policy, Reform, and Fairness; 3specifying the membership of the Commission; providing for the appointment of a 4Senate cochair and House cochair of the Commission; providing for the staffing of 5the Commission; prohibiting a member of the Commission from receiving certain 6compensation, but authorizing the reimbursement of certain expenses; requiring the 7Commission to study, consider, and make recommendations regarding certain 8matters; requiring the Commission to report its findings and recommendations to 9the Governor and the General Assembly on or before a certain date; providing for the 10termination of this Act; and generally relating to the Commission on Tax Policy, 11Reform, and Fairness. 12SECTION 1. BE IT ENACTED BY THE GENERAL ASSEMBLY OF MARYLAND, 13That:14(a)
There is a Commission on Tax Policy, Reform, and Fairness.
The Commission consists of the following members:
(1)two members of the Senate of Maryland, appointed by the President of 17the Senate;
(2)two members of the House of Delegates, appointed by the Speaker of 19the House;
(3)the Comptroller of the Treasury, or the Comptroller’s designee;
2HOUSE BILL 221
(4)the Secretary of Budget and Management, or the Secretary’s designee;
(5)a representative of the Maryland Association of Counties;
(6)a representative of the Maryland Chamber of Commerce;
(7)a representative of the Maryland Municipal League;
(8)a representative of the State Department of Assessments and Taxation, 5designated by the Director of Assessments and Taxation;
(9)a representative of the Montgomery County Chamber of Commerce;
(10)one economist, appointed by the Governor;
(11)one member of the faculty of the University of Maryland School of Public Policy, appointed by the Governor;
(12)one member of the faculty of the University of Maryland Robert H. 11Smith School of Business, appointed by the Governor; and
(13)two members of the public, each of whom shall be an attorney at law or an accountant knowledgeable about the State’s tax structure, appointed by the Governor.
(1) The President of the Senate shall designate one of the members appointed from the Senate of Maryland as cochair of the Commission.
(2)The Speaker of the House shall designate one of the members appointed from the House of Delegates as cochair of the Commission.
(d)The Office of the Comptroller and the Department of Budget and Management shall provide staff for the Commission.
(e)A member of the Commission:
(1)may not receive compensation as a member of the Commission; but
(2)is entitled to reimbursement for expenses under the Standard State Travel Regulations, as provided in the State budget.
(f)The Commission shall:
(1)study the current revenue structure of the State, including income, 26sales, corporate, motor fuel, excise, and property taxes, tax exemptions and credits, and fees;
HOUSE BILL 2213
(2)review the academic and economic research on state and local tax policy 1to assist in the overall assessment of efficacy, fairness, and competitiveness of the current 2revenue structure of the State;3(3)review the revenue structure of neighboring jurisdictions for the 4purpose of evaluating the regional competitiveness of the State’s tax structure;5(4)consider the nature of the State’s economy and the importance of service 6and professional businesses to economic development;7(5)consider whether or not the current revenue structure of the State 8should be reformed, modified, and modernized; and9(6)make recommendations regarding changes to the State’s revenue 10structure that:11(i)promote job growth and economic development;12(ii)ensure fairness, simplicity, and transparency;13(iii)provide a stable, balanced, and reliable revenue stream, while 14not reducing services; and15(iv)create a business friendly environment.16(g)On or before December 1, 2016, the Commission shall report its findings and 17recommendations to the Governor and, in accordance with § 2–1246 of the State 18Government Article, the General Assembly.19SECTION 2. AND BE IT FURTHER ENACTED, That this Act shall take effect July 201, 2015. It shall remain effective for a period of 2 years and, at the end of June 30, 2017, 21with no further action required by the General Assembly, this Actshall be abrogated and 22of no further force and effect