The paper reviews both Starbucks’ recent U.K. tax controversy (including a parliamentary inquiry), which revolved around the intersection of its consistent unprofitability in the United Kingdom with large deductible intragroup payments to Dutch, Swiss and U.S. affiliates, and its more recent submission to the U.S. House Ways and Means Committee. The paper draws from this review two lessons.

First, if Starbucks can organize itself as a successful stateless income generator, any multinational firm can. Starbucks follows a classic bricks and mortar retail business model, with direct customer interactions in thousands of “high street” locations in high-tax countries around the world. Moreover, Starbucks is not a firm driven by hugely valuable identifiable intangibles that are separate from its business model, which it employs whenever it deals with those retail customers. Nonetheless, it appears that Starbucks enjoys a much lower effective tax rate on its non-U.S. income than would be predicted by looking at a weighted average of the tax rates in the countries in which it does business.

Second, The Starbucks story – in particular, its U.K. experience – demonstrates the fundamental opacity of international tax planning, in which neither investors in a public firm nor the tax authorities in any particular jurisdiction have a clear picture of what the firm is up to. It is not appropriate to expect source country tax authorities to engage in elaborate games of Twenty Tax Questions, in turn requiring detailed knowledge of the tax laws and financial accounting rules of many other jurisdictions, in order simply to evaluate the probative value of a taxpayer’s claim that its intragroup dealings necessarily are at arm’s-length by virtue of alleged symmetries in tax treatment for expense and income across the group’s affiliates. U.S.-based multinational firms owe a similar duty of candor and transparency when dealing with the Congress of the United States.

The remedy begins with transparency towards tax authorities and policymakers, through which those institutions have a clear and complete picture of the global tax planning structures of multinational firms, and the implications of those structures for generating stateless income. National governments should recognize their common interest in this regard and promptly require their tax and securities agencies to promulgate rules providing a uniform world-wide disclosure matrix for actual tax burdens by jurisdiction. As a first step the United States should enforce the current rule requiring U.S. firms to quantify the U.S. tax cost of repatriating their offshore “permanently reinvested earnings.”

The origin of the perpetual-trust movement is the GST exemption, which is part of the GST tax. When Congress granted the GST exemption, it did not impose a durational limit on trusts that qualify for the exemption, but instead relied on state perpetuity laws to supply that limit. The reliance on state perpetuity laws was badly misplaced. At the instigation of state banking groups and estate-planning attorneys, states began to pass legislation allowing trust settlors to create perpetual trusts — trusts that can last for several centuries or even forever. With state perpetuity laws out of the way, the wealthy began creating perpetual trusts in significant numbers.

This essay questions whether the state legislators who vote to authorize perpetual trusts and the wealthy who create them are thinking through what they are allowing or putting in place. The essay shows the folly of such trusts, primarily by producing a table projecting how, with each step down the generational ladder, the number of beneficiaries will proliferate and the settlor’s genetic connection with the beneficiaries will decline.

The essay then points out that the primary responsibility for the perpetual-trust movement rests not with the state legislators or the wealthy, but with Congress. The primary responsibility for curtailing it also rests with Congress, but so far Congress has not acted. The American Taxpayer Relief Act of 2012 made the problem worse, by making the $5 million ceiling ($5.25 million as adjusted for inflation) on the GST exemption permanent.

Comprehensive tax reform is now on the agenda of the House Ways and Means Committee, but no public Committee document indicates an interest in curtailing the GST exemption for perpetual trusts or even an awareness of the problem.

The only agency of the federal government that has publicly taken an interest in curtailing the GST exemption for perpetual trusts is the Treasury Department. The Treasury Department’s position is that the absence of a durational limit on the GST exemption is inconsistent with the purpose of the exemption and undermines the policy of the GST tax. Treasury’s proposed solution, however, is disappointing because it is not as effective as it could be: Treasury would allow perpetual trusts created before enactment of its proposal to continue to be unburdened by a durational limit and would allow perpetual trusts created after enactment to qualify for the GST exemption, but would have the exemption expire 90 years after the trust was created.

The Treasury Department’s proposals are better than nothing. If enacted as part of comprehensive tax reform (or as part of a smaller measure), they would gradually dampen the perpetual-trust movement and its associated perpetual GST exemption. But they would leave many trusts and much wealth exempt from GST tax for much longer than Congress originally intended. Once enactment would appear possible, the stampede would be on to get in before the deadline. Super-rich clients who were on the fence would be encouraged to establish GST-exempt perpetual trusts before the door closed on the opportunity.

The essay concludes by offering Congress a solution that is consistent with the original intent of the GST exemption and would be truly effective to end the perpetual-trust movement.

The most positive aspect of the Amendment Act is the additional enforcement powers given to the Privacy Commissioner, including powers to direct remedial actions; power to make determinations following ‘own motion’ investigations; civil penalty provisions; powers to require Privacy Impact Assessments; and a new function to conduct ‘assessments’, replacing audit powers.

The addition of a right of appeal to the Administrative Appeals Tribunal against determinations by the Commissioner, while very desirable, do not deal directly with the key problem of the Act: complainants cannot require the Commissoner to make determinations when they are dissatisfied with mediation and disagree with the Commissioner’s view that a complaint has been successfully resolved.

Although one unified set of privacy principles in the Act is desirable, unfortunately none of the thirteen new Australian Privacy Principles (APPs) is an overall improvement, and 8 of the 13 APPs are worse for privacy protection. The most controversial new principle is APP 8, which abandons a ‘border protection’ approach in favour of ‘accountability’. The dangers of this approach are outlined.

Changes to the credit report and direct marketing are also outlined.

The conclusion is reached that, other than that this Decision comes from the high platform of the Standing Committee of the NPC, it is not obvious that it constitutes ‘far-reaching requirements’ or ‘a great step forward,’ as some authors have suggested – at least not in the direction of a comprehensive data privacy law (even in relation to the Internet). It is missing essential principles (access and correction; deletion/de-identification; and data export limitations), and ambiguous on others (finality and collection limitations). However, the strong requirement on opting out from direct marketing, the clearer right to seek civil damages for breach, and the extension of obligations on State agencies, do add to the requirements in the Regulation published one year earlier.

The structure and functions of the Personal Data Protection Commission are explained, and why it is not as an independent statutory authority. The artice examined the various methods of dispute resolution at its disposal; avenues of appeal; the extent of transparency of the complaint and appeals processes and the advantages and disadvantages of this; and the remedies available, including through the courts as well as the Commission. The vicarious liability of employers for breaches and the personal liability on company officers for offences give non-compliance an unusual level of risk.

The article concludes that although the standards for compliance with Singapore’s Act may not turn out to be very high, and it has exemptions of sweeping and partly unknown scope, that Act appears to have a serious and multi-faceted ‘enforcement pyramid’. It is a data privacy law which may have surprising results.

What is increasingly likely is that China is preparing itself and its investors abroad for investor-state proceedings in the future. This is evident, for example, in China’s growing interest in the functioning of the International Center for the Settlement of Investment Disputes (‘ICSID’), in its inclusion of investor-state arbitration in its Model Bilateral Investment Agreement and in various regional and bilateral agreements it has concluded.

China is overtaking the United States as the biggest recipient of foreign direct investment (‘FDI’) in the world. It is also one of largest sources of outward FDI, with its outward investors initiating large-scale claims against foreign governments, such as Ping An, China’s second largest insurer’s recent claim for USD 2.2 billion against the Belgian Government In light of China’s rise in the FDI and the consequence this may have on its engagement with investment claims, this paper has three primary purposes. The first purpose is to explore China’s history and practice in concluding bilateral investment agreements (‘BITs’) with foreign countries. The second purpose is to examine China’s limited experience with investor-state arbitration under such BITs. The third purpose is to identify how China is likely to develop its dispute resolution regime through strategic investment alliances with other states without sacrificing its distinctive national interests including those of its investors abroad. Particular emphasis will be given to China’s dilemma, in seeking to liberalize investment treaties to protect growing outbound investments, while also trying to protect its national interest from arbitration claims by inbound investors.

Initially 10 Codes were considered, growing to a final number of 16 (13 plus three of uncertain status). Researchers conducted interviews and surveys using Best Practice Guidelines for code operation to derive detailed questions, and sought to verify this with feedback and consultation with the operators. An extensive table of results takes up most of the 70 pages, and the introduction sets out some of the issues for consumers which we extracted from the data. Observations started from the discovery that there were surprisingly many codes – with even more in the wings? The issues for consumers included a complex, confusing mosaic of coverage, variation in compliance with Guidelines, inconsistencies between the codes and their procedures, referrals processes often inadequate, complaints processes often inadequate, and overall complexity from the perspective of the online consumer.

In this article, we explore the supercharged IPO and explain how and why this new deal structure differs from the more traditional IPO. We then outline various theories of financial innovation and note that the extant literature provides useful explanations for why supercharged IPOs emerged and spread so quickly across industries and geographic areas. The literature also provides support for both legitimate and opportunistic uses of the supercharged IPO.

With the help of a large-N quantitative study—the first of its kind—we investigate the adoption and diffusion of this new innovation. We find that the reason parties have begun to supercharge their IPO is not linked to a desire to steal from naïve investors, but rather for tax planning purposes. Supercharged IPOs enable both owner-founders and public investors to save substantial amounts of money in federal and state taxes. With respect to the spread of the innovation, we find that elite lawyers, especially those located in New York City, are largely responsible for the changes that we observe on the IPO landscape. We conclude our study by demonstrating how our empirical findings can be used to 1) advance the literature on innovation, 2) assist firms going public in the future, and 3) shape legal reform down the road.