The Young Turks' Cenk Uygur filling in for Ed Schultz talked to former Labor Secretary under President Clinton Robert Reich about the recent request by U.S. companies for a tax holiday on the over $1 trillion in assets they have sitting offshore.
Dodging Repatriation Tax Lets U.S. Companies Bring Home Multinational Cash:
At the White House on Dec. 15, business executives asked President Obama for a tax holiday that would help them tap more than $1 trillion of offshore earnings, much of it sitting in island tax havens.
The money -- including hundreds of billions in profits that U.S. companies attribute to overseas subsidiaries to avoid taxes -- is supposed to be taxed at up to 35 percent when it’s brought home, or “repatriated.” Executives including John T. Chambers of Cisco Systems Inc. say a tax break would return a flood of cash and boost the economy.
What nobody’s saying publicly is that U.S. multinationals are already finding legal ways to avoid that tax. Over the years, they’ve brought cash home, tax-free, employing strategies with nicknames worthy of 1970s conspiracy thrillers -- including “the Killer B” and “the Deadly D.”
Read on...
Uygur asked Reich what solutions there are when we have one party that is a wholly owned subsidiary of big business as the Republicans are and too many Democrats willing to feed off of the same trough. Reich pointed to the obvious, which is campaign finance reform.
Transcript below the fold.
Cenk Uygur and Robert Reich on Corporate Tax Avoidance and the Need for Campaign Finance Reform
UYGUR: But we start tonight with the request by corporate America for a tax break for over $1 trillion they have sitting off shore. In a meeting with president, they asked for a tax holiday so that they can bring the money back into the country without paying their full share of taxes.
I love the terms they use. Wouldn’t you like to take a holiday from your taxes?
When big business does it, it’s not tax evasion, its tax avoidance. I’m sure we’d all like to avoid our taxes, but we don’t have the lobbying power of multinational corporations behind us. And we don’t have a whole political party devoted to making us richer. In case you’ve been living in a cave in the last 30 years, that would be the Republican Party.
Companies are playing a shell game, aided and abetted by the GOP, where they take money in and out country, depending on our tax laws, to make it appear as if they really didn’t make any money here. One common trick is to say that they made all their money in Bermuda, where they have to pay almost no taxes, but that all of their costs were here. Very convenient, of course.
So, in the end, we have a situation where ExxonMobil made $70 -- I’m sorry, $37.3 billion in profits in 2009 and paid zero dollars in U.S. taxes. Bank of America made $4.4 billion in profits, and not only did they pay nothing in taxes, the U.S. government owes them $1.9 billion.
I don’t know how they do that.
And GE, the parent company of MSNBC, in full disclosure, made pretax profits of $10.3 billion and somehow has a tax credit of $1.1 billion.
So I paid more taxes last year than the company that owns all of this? Now, does that mean the companies are unpatriotic and immoral? No.
You see, the most important thing to understand is that companies don’t have nationalities and they don’t have morals. They’re not immoral actors, they’re amoral machines. They’re profit-making robots.
They’re not allowed to have a soul or have feelings. If an executive paid the company’s full taxes out of his patriotic duty, he’d be removed from his post. That’s not how it works.
And remember, Google’s whole mantra is, "Don’t be evil." And they avoided $3.1 billion in taxes in the last three years by doing these same kinds of tax tricks.
Why? Because they’re legally bound to make as much money as possible for their shareholders.
When we had a ban on companies doing business with Iran, Halliburton set up an office in Tehran, Iran. They did it anyway. Their CEO at the time was this man. You might remember him. He’s Dick Cheney.
Later, Halliburton would move its official headquarters to Dubai to avoid U.S. taxes, while continuing to rake in huge contracts from the American government as a so-called American company.
So what’s the answer?
First, we have to recognize the problem. Politicians who talk about being "pro-business" are usually using it as an excuse to give corporations tax breaks. By the way, some of which gets funneled back to him in the form of campaign donations.
So let’s get this straight. No one’s anti-business. We want our big and small companies to do well so they hire more people. But at the same time, we don’t want people using the excuse of being pro-business to funnel our tax dollars to multinational corporations.
Most of those guys that are doing the hiring, these so-called American companies, are doing it abroad anyway. Look, the Economic Policy Institute says that American companies created less than a million jobs here in the U.S., but created 1.4 million jobs overseas last year. So you can see where their priorities are.
If we give a tax break to a company, it must be to specifically create jobs here, period. If they don’t, they can go get their tax break from Bermuda or Singapore.
No more American taxpayer money to finance multinational corporations. There has to be a separation of business and state.
This is not the United States of corporate America. Our representatives in this democracy are supposed to look out for us, their voters, not their corporate benefactors.
Secondly, we have to get much tougher on enforcing our tax laws.
In 2004, the Bush administration allowed, again, so-called American companies to repatriate $312 billion back into the U.S. at the comically low rate of 5.25 percent. The real corporate tax rate is supposed to be 35 percent.
Now do you see why the corporate world loved Bush? That means all of the executives at those companies got much fatter bonuses that year.
We did the Republican strategy of just trusting big business to create jobs with all of those tax breaks that we gave them, and guess what happened? Since that huge 2004 tax break, we have lost nearly seven million jobs.
Would you trust your personal money with an amoral machine? No way, right? Then why do we all trust our collective money with these guys? It’s time we built a wall between business and state so that our government looks out for our interests and not multinational corporations` interests.
Now, get your cell phones out. I want to know what you think.
Tonight’s text survey is: Do you think tax breaks for corporations lead to more U.S. jobs? Text "A" for yes, text "B" for no to 622639. I’ll bring you the results later in the show.
Now joining me is former Clinton labor secretary Robert Reich. He’s a professor at the University of California at Berkeley, and he’s also the author of "Aftershock."
All right, Secretary Reich, I want to play you a clip by President Obama, because there was a bill introduced earlier in the year to actually stop the subsidies for off-shoring jobs, and it didn’t pass. The Republicans killed it.
And here’s what the president had to say about it.
(BEGIN VIDEO CLIP)
BARACK OBAMA, PRESIDENT OF THE UNITED STATES: The Republicans in Washington claimed to draw their ideas from a Web site called America Speaking Out. It turns out that one the ideas that’s drawn the most interest on their Web site is ending tax breaks for companies that ship overseas.
The funny thing is, when we recently closed one of the most egregious loopholes for companies creating jobs overseas, Republicans in Congress were almost unanimously opposed. The Republican Leader, John Boehner, attacked us for it and stood up for outsourcing instead of American workers.
(END VIDEO CLIP)
UYGUR: Secretary, is that right? I mean, that seems so unbelievably egregious.
ROBERT REICH, FMR. LABOR SECRETARY: Well, Cenk, when you said a moment ago that this is the United States of corporate America, or at least that’s what it seems, that’s egregious enough.
I mean, big corporations are arguing in terms of getting more tax breaks or getting a tax holiday that they need it in order to have an incentive to create jobs in the United States. But most big corporations now have plenty of money.
Corporate profits are higher than they’ve been in years. In fact, big corporations are now sitting on almost a trillion dollars worth of cash. They’re not creating jobs in the United States, they’re creating jobs abroad.
UYGUR: So the fact that they kill a bill that would have stopped, you know, the loophole that allows them to get a subsidy for off-shoring, I mean, I feel like that’s such a no-brainer for the Democrats, I almost want to pull a Jon Stewart and just do this whole show and the next show and the next show after that about that.
How did the Democrats blow that? Why don’t they take advantage of that and tell the American people what’s happening?
REICH: Well, there are a lot of no-brainers for the Democrats when it comes to corporate malfeasance or nonfeasance.
Cenk, one of the problems -- and I don’t want to tar all Democrats with this, but at least some Democrats with regard to campaign donations are drinking at the same trough as Republicans. They’re going to big corporations.
Now, earlier this year, the Supreme Court, you’ll remember, said in one of the worst Supreme Court decisions in history, in Citizens United against the Federal Election Commission, that corporations are people and they’re entitled to provide as much money to campaigns and to politicians as they want. Otherwise, their First Amendment rights would be breached.
Well, you can’t have it both ways. You said it earlier, and I agree with you, that corporations are not people. They’re just machines. They are just designed to maximize profits.
If we actually treat them as people and say they have First Amendment rights to undermine and corrupt our politicians and our political process, then we’re really in trouble, because they don’t really represent America and Americans.
UYGUR: Well, they keep calling them American companies, or even corporate America. But do these so-called American companies have any obligation to America?
REICH: Well, unfortunately, they don’t. I mean, these global corporations have a primary obligation under the law, and also in terms of economics to their shareholders, to maximize shareholder returns.
That’s what under American capitalism corporations are supposed to do. They’re not obligated to maximize jobs. And it turns out these days, the most rapidly growing markets are in China, India, Brazil, several other rapidly growing markets, and so American corporations are over there not only selling but also creating jobs. Not here.
UYGUR: You know, the thing is, I don’t want people to get me wrong. I actually don’t think that’s crazy or bad. I get why businesses want to start factories in China and why they’re using India for labor, et cetera. I understand that. But what drives me crazy is the idea that we should be subsidizing that.
REICH: Exactly. Cenk, I couldn’t agree with you more.
In other words, corporations should be, according to the way we organize capitalism, maximizing shareholder returns, maximizing profits. So they should be going all over the world. But there is no reason for us, taxpayers, to be subsidizing those corporations, and then those corporations taking those subsidies, or those tax breaks, and using them for creating jobs all over the world. It makes no sense at all.
UYGUR: Unfortunately, I’m going to have to ask you the question that we always run into here. What can we do about it? Because the seems like the politicians, honestly, a lot in both parties -- certainly the Republicans are a wholly-owned subsidiary of multinational corporations, but the Democrats are partly owned, as you explained.
How do we get beyond it when they have already bought the politicians?
REICH: Well, what we have to, I think all of us, get serious about campaign finance reform. I mean, eyes glaze over. It’s not an exciting topic. We’d much rather talk about holding on to health care and everything else. But unless we actually stem the flow of corporate money into American politics, everything we want to do, everything we believe in is jeopardized.
UYGUR: Secretary Reich, thank you so much for joining us.
REICH: Thanks, Cenk. Happy New Year.
UYGUR: Happy New Year to you, too.
Facebook has dominated the headlines today with the news that it has raised $500 million from Goldman Sachs and Digital Sky Technologies at a $50 billion valuation.
In addition, the social network intends to raise another $1.5 billion through a “special purpose vehicle” that Goldman Sachs will be setting up to allow some of its clients to indirectly invest in
There have been a lot of questions about the Goldman Sachs “special purpose vehicle” since the news broke. The key questions: Why is Facebook choosing to raise more money through Goldman Sachs? Will the SEC allow this move, or will it force Facebook to start disclosing its financial results to the public? And when will Facebook finally have an IPO?
SEC regulations and the nuances of private investment are complicated subjects, so we thought we’d try to clarify some of the issues surrounding the Facebook-Goldman Sachs deal, including figuring out the likely date of the Facebook IPO.
1. Why Are Facebook and Goldman Sachs Creating a “Special Purpose Vehicle”?
There is an SEC regulation, set by The Securities Exchange Act of 1934, that requires companies with 500 or more shareholders to disclose their earnings to the SEC. The SEC then publishes this financial information, making it public knowledge.
Facebook doesn’t want that headache at all. It doesn’t want to go through the audits, create the reports, or let its competitors know the details of its earnings and expenditures. However, the social network still wants $2 billion in fresh resources, so Goldman Sachs has come up with a very clever workaround; instead of having thousands of individual investors, Goldman Sachs will represent them all and invest on their behalf.
This is essentially what most brokers do on behalf of their clients, the shareholders. Instead of making a person an investor of record in
The New York Times‘ Steven Davidoff provides a stellar overview of the SEC regulations in question, but it essentially boils down to this: Goldman Sachs is helping Facebook circumvent the system so it doesn’t have to report earnings or raise money via an IPO.
2. Will the SEC Allow It?
The SEC isn’t stupid; it knew that brokerage firms would try these types of workarounds. The New York Times dug up the SEC’s definition of a record holder, which includes a provision that says if a company creates a vessel for holding securities of record primarily to circumvent The 1934 Securities Exchange Act, then it will deem beneficial owners as record owners.
In other words, the SEC could deem that Goldman Sachs is circumventing its regulations with its “special purpose vehicle” and thus consider all of the investors within it “record owners” of Facebook. That would mean that the social network would be required to report its earnings.
We think it’s likely that the SEC will intervene. The SEC is already investigating the private secondary markets for potentially violating the same 500 shareholder regulation. It wouldn’t be much of a jump for the SEC to tell Facebook that its investment vehicle doesn’t preclude it from publicly disclosing its financial information. In fact, it’s likely to tell Facebook the opposite.
3. So, When Will Facebook IPO?
Now here’s where it gets interesting. Facebook and Goldman Sachs are setting up this “special purpose vehicle” to raise a ton of cash for the social networking company. They’re absolutely aware that the SEC will not be happy with their arrangement, and they also know that the SEC will likely step in and tell Facebook to disclose its earnings to the public due to the existence of the Goldman Sachs vehicle.
So why would Facebook go through all this trouble when the SEC is going to shoot them down anyway?
The answer is that this move buys Facebook more time to grow and prepare itself for an IPO. The SEC regulation wouldn’t take effect until May 2012 because the SEC only requires private companies to start reporting its financial information within four months after the end of its current fiscal year. So if Facebook violates the 500 shareholder rule this year, then it won’t have to start reporting its earnings until May 2012, 120 days after December 31, 2011.
That’s more than enough time for Facebook to prepare for its IPO. When the day comes that Facebook is required to release its financial information to the public, it will probably decide to just go all-in and become a public company, raising even more money in the process.
Essentially, Facebook has set the clock for its IPO to occur on May 2012 or earlier. Part of the reason we predicted no Facebook IPO in 2011 is because 2012 is the year most of our sources say the Facebook IPO is likely to occur. It all fits.
Mark your calendars and set your watches, everyone: The Facebook IPO is likely coming in 12 to 16 months.
For more Business coverage:
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The Young Turks' Cenk Uygur filling in for Ed Schultz talked to former Labor Secretary under President Clinton Robert Reich about the recent request by U.S. companies for a tax holiday on the over $1 trillion in assets they have sitting offshore.
Dodging Repatriation Tax Lets U.S. Companies Bring Home Multinational Cash:
At the White House on Dec. 15, business executives asked President Obama for a tax holiday that would help them tap more than $1 trillion of offshore earnings, much of it sitting in island tax havens.
The money -- including hundreds of billions in profits that U.S. companies attribute to overseas subsidiaries to avoid taxes -- is supposed to be taxed at up to 35 percent when it’s brought home, or “repatriated.” Executives including John T. Chambers of Cisco Systems Inc. say a tax break would return a flood of cash and boost the economy.
What nobody’s saying publicly is that U.S. multinationals are already finding legal ways to avoid that tax. Over the years, they’ve brought cash home, tax-free, employing strategies with nicknames worthy of 1970s conspiracy thrillers -- including “the Killer B” and “the Deadly D.”
Read on...
Uygur asked Reich what solutions there are when we have one party that is a wholly owned subsidiary of big business as the Republicans are and too many Democrats willing to feed off of the same trough. Reich pointed to the obvious, which is campaign finance reform.
Transcript below the fold.
Cenk Uygur and Robert Reich on Corporate Tax Avoidance and the Need for Campaign Finance Reform
UYGUR: But we start tonight with the request by corporate America for a tax break for over $1 trillion they have sitting off shore. In a meeting with president, they asked for a tax holiday so that they can bring the money back into the country without paying their full share of taxes.
I love the terms they use. Wouldn’t you like to take a holiday from your taxes?
When big business does it, it’s not tax evasion, its tax avoidance. I’m sure we’d all like to avoid our taxes, but we don’t have the lobbying power of multinational corporations behind us. And we don’t have a whole political party devoted to making us richer. In case you’ve been living in a cave in the last 30 years, that would be the Republican Party.
Companies are playing a shell game, aided and abetted by the GOP, where they take money in and out country, depending on our tax laws, to make it appear as if they really didn’t make any money here. One common trick is to say that they made all their money in Bermuda, where they have to pay almost no taxes, but that all of their costs were here. Very convenient, of course.
So, in the end, we have a situation where ExxonMobil made $70 -- I’m sorry, $37.3 billion in profits in 2009 and paid zero dollars in U.S. taxes. Bank of America made $4.4 billion in profits, and not only did they pay nothing in taxes, the U.S. government owes them $1.9 billion.
I don’t know how they do that.
And GE, the parent company of MSNBC, in full disclosure, made pretax profits of $10.3 billion and somehow has a tax credit of $1.1 billion.
So I paid more taxes last year than the company that owns all of this? Now, does that mean the companies are unpatriotic and immoral? No.
You see, the most important thing to understand is that companies don’t have nationalities and they don’t have morals. They’re not immoral actors, they’re amoral machines. They’re profit-making robots.
They’re not allowed to have a soul or have feelings. If an executive paid the company’s full taxes out of his patriotic duty, he’d be removed from his post. That’s not how it works.
And remember, Google’s whole mantra is, "Don’t be evil." And they avoided $3.1 billion in taxes in the last three years by doing these same kinds of tax tricks.
Why? Because they’re legally bound to make as much money as possible for their shareholders.
When we had a ban on companies doing business with Iran, Halliburton set up an office in Tehran, Iran. They did it anyway. Their CEO at the time was this man. You might remember him. He’s Dick Cheney.
Later, Halliburton would move its official headquarters to Dubai to avoid U.S. taxes, while continuing to rake in huge contracts from the American government as a so-called American company.
So what’s the answer?
First, we have to recognize the problem. Politicians who talk about being "pro-business" are usually using it as an excuse to give corporations tax breaks. By the way, some of which gets funneled back to him in the form of campaign donations.
So let’s get this straight. No one’s anti-business. We want our big and small companies to do well so they hire more people. But at the same time, we don’t want people using the excuse of being pro-business to funnel our tax dollars to multinational corporations.
Most of those guys that are doing the hiring, these so-called American companies, are doing it abroad anyway. Look, the Economic Policy Institute says that American companies created less than a million jobs here in the U.S., but created 1.4 million jobs overseas last year. So you can see where their priorities are.
If we give a tax break to a company, it must be to specifically create jobs here, period. If they don’t, they can go get their tax break from Bermuda or Singapore.
No more American taxpayer money to finance multinational corporations. There has to be a separation of business and state.
This is not the United States of corporate America. Our representatives in this democracy are supposed to look out for us, their voters, not their corporate benefactors.
Secondly, we have to get much tougher on enforcing our tax laws.
In 2004, the Bush administration allowed, again, so-called American companies to repatriate $312 billion back into the U.S. at the comically low rate of 5.25 percent. The real corporate tax rate is supposed to be 35 percent.
Now do you see why the corporate world loved Bush? That means all of the executives at those companies got much fatter bonuses that year.
We did the Republican strategy of just trusting big business to create jobs with all of those tax breaks that we gave them, and guess what happened? Since that huge 2004 tax break, we have lost nearly seven million jobs.
Would you trust your personal money with an amoral machine? No way, right? Then why do we all trust our collective money with these guys? It’s time we built a wall between business and state so that our government looks out for our interests and not multinational corporations` interests.
Now, get your cell phones out. I want to know what you think.
Tonight’s text survey is: Do you think tax breaks for corporations lead to more U.S. jobs? Text "A" for yes, text "B" for no to 622639. I’ll bring you the results later in the show.
Now joining me is former Clinton labor secretary Robert Reich. He’s a professor at the University of California at Berkeley, and he’s also the author of "Aftershock."
All right, Secretary Reich, I want to play you a clip by President Obama, because there was a bill introduced earlier in the year to actually stop the subsidies for off-shoring jobs, and it didn’t pass. The Republicans killed it.
And here’s what the president had to say about it.
(BEGIN VIDEO CLIP)
BARACK OBAMA, PRESIDENT OF THE UNITED STATES: The Republicans in Washington claimed to draw their ideas from a Web site called America Speaking Out. It turns out that one the ideas that’s drawn the most interest on their Web site is ending tax breaks for companies that ship overseas.
The funny thing is, when we recently closed one of the most egregious loopholes for companies creating jobs overseas, Republicans in Congress were almost unanimously opposed. The Republican Leader, John Boehner, attacked us for it and stood up for outsourcing instead of American workers.
(END VIDEO CLIP)
UYGUR: Secretary, is that right? I mean, that seems so unbelievably egregious.
ROBERT REICH, FMR. LABOR SECRETARY: Well, Cenk, when you said a moment ago that this is the United States of corporate America, or at least that’s what it seems, that’s egregious enough.
I mean, big corporations are arguing in terms of getting more tax breaks or getting a tax holiday that they need it in order to have an incentive to create jobs in the United States. But most big corporations now have plenty of money.
Corporate profits are higher than they’ve been in years. In fact, big corporations are now sitting on almost a trillion dollars worth of cash. They’re not creating jobs in the United States, they’re creating jobs abroad.
UYGUR: So the fact that they kill a bill that would have stopped, you know, the loophole that allows them to get a subsidy for off-shoring, I mean, I feel like that’s such a no-brainer for the Democrats, I almost want to pull a Jon Stewart and just do this whole show and the next show and the next show after that about that.
How did the Democrats blow that? Why don’t they take advantage of that and tell the American people what’s happening?
REICH: Well, there are a lot of no-brainers for the Democrats when it comes to corporate malfeasance or nonfeasance.
Cenk, one of the problems -- and I don’t want to tar all Democrats with this, but at least some Democrats with regard to campaign donations are drinking at the same trough as Republicans. They’re going to big corporations.
Now, earlier this year, the Supreme Court, you’ll remember, said in one of the worst Supreme Court decisions in history, in Citizens United against the Federal Election Commission, that corporations are people and they’re entitled to provide as much money to campaigns and to politicians as they want. Otherwise, their First Amendment rights would be breached.
Well, you can’t have it both ways. You said it earlier, and I agree with you, that corporations are not people. They’re just machines. They are just designed to maximize profits.
If we actually treat them as people and say they have First Amendment rights to undermine and corrupt our politicians and our political process, then we’re really in trouble, because they don’t really represent America and Americans.
UYGUR: Well, they keep calling them American companies, or even corporate America. But do these so-called American companies have any obligation to America?
REICH: Well, unfortunately, they don’t. I mean, these global corporations have a primary obligation under the law, and also in terms of economics to their shareholders, to maximize shareholder returns.
That’s what under American capitalism corporations are supposed to do. They’re not obligated to maximize jobs. And it turns out these days, the most rapidly growing markets are in China, India, Brazil, several other rapidly growing markets, and so American corporations are over there not only selling but also creating jobs. Not here.
UYGUR: You know, the thing is, I don’t want people to get me wrong. I actually don’t think that’s crazy or bad. I get why businesses want to start factories in China and why they’re using India for labor, et cetera. I understand that. But what drives me crazy is the idea that we should be subsidizing that.
REICH: Exactly. Cenk, I couldn’t agree with you more.
In other words, corporations should be, according to the way we organize capitalism, maximizing shareholder returns, maximizing profits. So they should be going all over the world. But there is no reason for us, taxpayers, to be subsidizing those corporations, and then those corporations taking those subsidies, or those tax breaks, and using them for creating jobs all over the world. It makes no sense at all.
UYGUR: Unfortunately, I’m going to have to ask you the question that we always run into here. What can we do about it? Because the seems like the politicians, honestly, a lot in both parties -- certainly the Republicans are a wholly-owned subsidiary of multinational corporations, but the Democrats are partly owned, as you explained.
How do we get beyond it when they have already bought the politicians?
REICH: Well, what we have to, I think all of us, get serious about campaign finance reform. I mean, eyes glaze over. It’s not an exciting topic. We’d much rather talk about holding on to health care and everything else. But unless we actually stem the flow of corporate money into American politics, everything we want to do, everything we believe in is jeopardized.
UYGUR: Secretary Reich, thank you so much for joining us.
REICH: Thanks, Cenk. Happy New Year.
UYGUR: Happy New Year to you, too.
Facebook has dominated the headlines today with the news that it has raised $500 million from Goldman Sachs and Digital Sky Technologies at a $50 billion valuation.
In addition, the social network intends to raise another $1.5 billion through a “special purpose vehicle” that Goldman Sachs will be setting up to allow some of its clients to indirectly invest in
There have been a lot of questions about the Goldman Sachs “special purpose vehicle” since the news broke. The key questions: Why is Facebook choosing to raise more money through Goldman Sachs? Will the SEC allow this move, or will it force Facebook to start disclosing its financial results to the public? And when will Facebook finally have an IPO?
SEC regulations and the nuances of private investment are complicated subjects, so we thought we’d try to clarify some of the issues surrounding the Facebook-Goldman Sachs deal, including figuring out the likely date of the Facebook IPO.
1. Why Are Facebook and Goldman Sachs Creating a “Special Purpose Vehicle”?
There is an SEC regulation, set by The Securities Exchange Act of 1934, that requires companies with 500 or more shareholders to disclose their earnings to the SEC. The SEC then publishes this financial information, making it public knowledge.
Facebook doesn’t want that headache at all. It doesn’t want to go through the audits, create the reports, or let its competitors know the details of its earnings and expenditures. However, the social network still wants $2 billion in fresh resources, so Goldman Sachs has come up with a very clever workaround; instead of having thousands of individual investors, Goldman Sachs will represent them all and invest on their behalf.
This is essentially what most brokers do on behalf of their clients, the shareholders. Instead of making a person an investor of record in
The New York Times‘ Steven Davidoff provides a stellar overview of the SEC regulations in question, but it essentially boils down to this: Goldman Sachs is helping Facebook circumvent the system so it doesn’t have to report earnings or raise money via an IPO.
2. Will the SEC Allow It?
The SEC isn’t stupid; it knew that brokerage firms would try these types of workarounds. The New York Times dug up the SEC’s definition of a record holder, which includes a provision that says if a company creates a vessel for holding securities of record primarily to circumvent The 1934 Securities Exchange Act, then it will deem beneficial owners as record owners.
In other words, the SEC could deem that Goldman Sachs is circumventing its regulations with its “special purpose vehicle” and thus consider all of the investors within it “record owners” of Facebook. That would mean that the social network would be required to report its earnings.
We think it’s likely that the SEC will intervene. The SEC is already investigating the private secondary markets for potentially violating the same 500 shareholder regulation. It wouldn’t be much of a jump for the SEC to tell Facebook that its investment vehicle doesn’t preclude it from publicly disclosing its financial information. In fact, it’s likely to tell Facebook the opposite.
3. So, When Will Facebook IPO?
Now here’s where it gets interesting. Facebook and Goldman Sachs are setting up this “special purpose vehicle” to raise a ton of cash for the social networking company. They’re absolutely aware that the SEC will not be happy with their arrangement, and they also know that the SEC will likely step in and tell Facebook to disclose its earnings to the public due to the existence of the Goldman Sachs vehicle.
So why would Facebook go through all this trouble when the SEC is going to shoot them down anyway?
The answer is that this move buys Facebook more time to grow and prepare itself for an IPO. The SEC regulation wouldn’t take effect until May 2012 because the SEC only requires private companies to start reporting its financial information within four months after the end of its current fiscal year. So if Facebook violates the 500 shareholder rule this year, then it won’t have to start reporting its earnings until May 2012, 120 days after December 31, 2011.
That’s more than enough time for Facebook to prepare for its IPO. When the day comes that Facebook is required to release its financial information to the public, it will probably decide to just go all-in and become a public company, raising even more money in the process.
Essentially, Facebook has set the clock for its IPO to occur on May 2012 or earlier. Part of the reason we predicted no Facebook IPO in 2011 is because 2012 is the year most of our sources say the Facebook IPO is likely to occur. It all fits.
Mark your calendars and set your watches, everyone: The Facebook IPO is likely coming in 12 to 16 months.
For more Business coverage:
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robert shumake detroit
So many people have the dream of making money working from home. The reasons vary. For some it is more of a necessity while for others it's more of a want.
A former housewife may find herself a newly single Mother and the job she landed in a hurry barely covers the rent and utilities. A second income is must to survive and will determine whether she and the kids have to move in and crowd in a room with her Mother or whether they can stay in their own place.
Other people simply hate a boring routine of going into work everyday and working to make someone else rich. They don't need to work from home but they have a need deep inside themselves to do their own thing and be their own boss and not be stuck in a boring routine everyday.
Some people may find themselves laid off from good jobs in our uncertain economy, some people want to save up for that vacation or new car, some have a big pile of debt to pay off, some working Mother's want to stay home with their kids but can't afford to not have an income and the list goes on and on.
The problem most every one faces who wants to start working from home is how to start? The truth is, it is overwhelming. It will usually take a lot of searching to find out what is right for you.
The most common trap people face when starting is falling for scams and hype. The hype is everywhere. Do an internet search on make money from home and there's no shortage of websites and hype to tell you exactly what to do. There are infomercials all over TV. If John Doe can make thousands of dollars working a few days a month why can't you?
There are all sorts of programs that promise easy and quick money if you just sign up for their program for a certain amount of money. There are some opportunities which you have no clue what you are supposed to do, but whatever it is, you are sure to make a ton of money. There's no shortage of testimonials of common everyday people who are now living a life of luxury. You get excited and imagine all your money worries are over and you are living in a nice beach house.
The truth is, these so called opportunities full of hype are just people getting rich off of the hopes and dreams millions of people have to work from home. Don't fall for it.
If you really want to make money from home, the first thing to do is realize it will actually take time, work, and investment and don't fall for anything that promises easy money or never, ever sign up for anything where you don't know exactly what you will be doing first.
The hardest part of being your own boss may be deciding what to do. There's so much out there to choose from and it will most likely take a lot of searching to find what is right for you.
What works for one person may not work for another. Several factors determine what will work or not. Two of the most common factors are location and personality. What works in one area doesn't mean it will work in another. The only way to find out if something will work in your area is to try. Some areas may be oversaturated with the business you are interested in and will not do good. Another area will not have this business available and will do well. You may be highly successful with a certain business in one area, but in another, you may do terrible. That's just the way it is. Know when to fold 'em. If you have put your very best effort into a business, if you have advertised and gotten your name out there and promoted yourself like crazy, but you still can't get customers or make a profit, then you either have to move or try something else. It's better just to get out than to keep losing money every month. It will be disappointing, but take it as a learning experience.
Another factor is personality. Different people have different strengths, weaknesses and passions. What works for Tina may not work for Jodie. Some people are outgoing natural sales people while others are shy. Different people have different skills and interests and should use those when looking for a business to start.
Never start something just because it worked for your friend unless you are genuinely interested in it. If you are not interested in doing something, don't do it. Why work a business you hate? You will be happier and make more money if you do something you enjoy.
Don't put everything you have into starting your own business. Some businesses fail. Actually, a lot do unfortunately. Try testing it out before you really go all out and see what the response is and do your research. Figure out your costs. How much will it cost to advertise? How much will supplies and anything else you need cost? Check out your competition.
Some people can get started right away into a business with a little investment and start making money right away. Some people. This is the exception and not the rule. Some people can join a direct sales company for little or no cost, buy a bunch of catalogs, have home parties and pass them out to everyone and start seeing good profits right away.
Whatever you decide to do, it will definitely take work. You can't just pay a fee and start making a large amount of money right away for doing almost nothing no matter what those people on TV say.
After you know what you want to do, it will take time and a lot of work to get your name out there and to get business and start making profits. If you can get a loyal customer base, you can find that working from home can be very profitable and lucrative.
What it will cost to work from home depends on several factors. There are some opportunities you can start for a very nominal fee and others will require quite a large investment.
If you decide to join a direct sales company, where you get paid a percentage of what you sell and also make a percentage off of people you recruit in the business, there are some companies where it is completely free to join. Many however require you buy a starter kit which will contain products and some business supplies. Even if you find a company that is free to join, you still will have to invest money into catalogs, business cards, and advertising.
If you want to offer your own service, your investment will be the products/equipment required as well as the basics of advertising. Some businesses will require that you be licensed and insured. Some businesses to start from scratch are your own craft business, cleaning business, baby newspaper business, pet sitting, computer repair, graphic design, home daycare, sewing/alterations, and tutoring.
An exclusively online business is great for shy people who are uncomfortable selling, but this is a whole different ball park. Profits usually come quicker and easier in the real world than online. If you want an exclusive online business, that will require a lot of research. You will need to spend hours and hours educating yourself to avoid costly mistakes and disappointment.
Don't get me wrong, if you can learn how to do it, that's great. Nothing beats waking up in the morning and finding out you just made money while you were sleeping. But you will need a theme to build a website on that isn't oversaturated, something to make it stand out, and most importantly you have to learn how to get traffic. Without traffic, your website will be worthless. Remember you will have fierce competition so that's why educating yourself is important.
Once you know what you want to do, you will have to either build yourself a website or have it built for you (which is usually expensive). Then you will have to find a host and pay for hosting. And last, you will need to do a lot of marketing to drive traffic and hopefully customers to your site.
Many people who really need money, desperately, look to making money from home. They may invest money they can't afford thinking they will make it back plus a lot of profit, just to find themselves more broke and disappointed. They probably just fell for some hype and wrongly thought it would be quick and easy to make money.
If you are desperate for money, or are looking to make money fast, then it's not a good time to actually start your own business. If you are unemployed then you should spend your time looking for a regular job as disappointing as this sounds, so you can have a steady paycheck, then try working from home on the side. For fast money, there are ways you can still make some money from home.
You can have a yard sale. If you enjoy children, put out ads and flyers offering to watch children in your home. There is always a big demand for childcare. If you have furniture or any bigger items you don't need, sell them. Put out flyers or ads in a local (small) paper offering services you can provide such as house cleaning, pet sitting, ironing, sewing, cooking, painting, or handy man jobs. Ads like these usually work best in small town papers and are cheaper but don't do so well and are more expensive in big city areas.
Or, if you are a good salesperson and know a lot of people, a direct sales business is probably a fast way to make money. Find a company that offers a good percentage, find a company that is free to join or offers a plan where you can get started for free and buy the required kit later. Then buy some catalogs and sell away to everyone you can. This way, your only cost will be the catalogs and you can make a profit on the very first day. This of course is for an outgoing person who is good at selling.
If you have a green thumb, grow flowers, herbs and plants and then sell them. If you are good at crafts, sewing, or knitting, make and sell your crafts. You can do this through newspaper ads, flyers, word of mouth, and online at www.etsy.com.
Online, you can set up a blog for free and put Google Adsense on the blog. Everytime someone clicks on an ad, you get paid. The hard part about this is actually getting traffic to your blog. You can do it, but it does take time and effort.
If you enjoy writing you can also write articles for Associated Content, (like I'm doing now). If you article is accepted, you get paid. What you get depends on what they decide your article is worth.
You can also be a freelance writer. There is a great need for writers with the explosion of websites and people looking for original website content for better search engine rankings. Be prepared for fierce competition however and be prepared to work for low amounts in the beginning until you get established.
Whatever you decide to go with, the truth is there is no secret to getting rich from home. There are two ways to really make an income from home. Good old fashioned hard work and effort or scamming people with a get rich quick scheme. So I am sorry to disappoint anyone who thought they could learn how to start making a thousand dollars a week instantly working only a few hours. But if you have a valid credit card, there are several guys willing to sell you ebooks promising some sort of secret to getting rich easily and quickly.
The moral of the story is, it takes time, effort and hard work to make a decent income from home. It's not easy and it doesn't happen overnight regardless of the hype that's out there. If you aren't willing to work hard at it, it probably won't happen. You need to have determination to make it work and you have to keep at it. You reap what you sow and if you put the time and work into it, you will be rewarded once it pays off.
robert shumake
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robert shumake detroit
The Young Turks' Cenk Uygur filling in for Ed Schultz talked to former Labor Secretary under President Clinton Robert Reich about the recent request by U.S. companies for a tax holiday on the over $1 trillion in assets they have sitting offshore.
Dodging Repatriation Tax Lets U.S. Companies Bring Home Multinational Cash:
At the White House on Dec. 15, business executives asked President Obama for a tax holiday that would help them tap more than $1 trillion of offshore earnings, much of it sitting in island tax havens.
The money -- including hundreds of billions in profits that U.S. companies attribute to overseas subsidiaries to avoid taxes -- is supposed to be taxed at up to 35 percent when it’s brought home, or “repatriated.” Executives including John T. Chambers of Cisco Systems Inc. say a tax break would return a flood of cash and boost the economy.
What nobody’s saying publicly is that U.S. multinationals are already finding legal ways to avoid that tax. Over the years, they’ve brought cash home, tax-free, employing strategies with nicknames worthy of 1970s conspiracy thrillers -- including “the Killer B” and “the Deadly D.”
Read on...
Uygur asked Reich what solutions there are when we have one party that is a wholly owned subsidiary of big business as the Republicans are and too many Democrats willing to feed off of the same trough. Reich pointed to the obvious, which is campaign finance reform.
Transcript below the fold.
Cenk Uygur and Robert Reich on Corporate Tax Avoidance and the Need for Campaign Finance Reform
UYGUR: But we start tonight with the request by corporate America for a tax break for over $1 trillion they have sitting off shore. In a meeting with president, they asked for a tax holiday so that they can bring the money back into the country without paying their full share of taxes.
I love the terms they use. Wouldn’t you like to take a holiday from your taxes?
When big business does it, it’s not tax evasion, its tax avoidance. I’m sure we’d all like to avoid our taxes, but we don’t have the lobbying power of multinational corporations behind us. And we don’t have a whole political party devoted to making us richer. In case you’ve been living in a cave in the last 30 years, that would be the Republican Party.
Companies are playing a shell game, aided and abetted by the GOP, where they take money in and out country, depending on our tax laws, to make it appear as if they really didn’t make any money here. One common trick is to say that they made all their money in Bermuda, where they have to pay almost no taxes, but that all of their costs were here. Very convenient, of course.
So, in the end, we have a situation where ExxonMobil made $70 -- I’m sorry, $37.3 billion in profits in 2009 and paid zero dollars in U.S. taxes. Bank of America made $4.4 billion in profits, and not only did they pay nothing in taxes, the U.S. government owes them $1.9 billion.
I don’t know how they do that.
And GE, the parent company of MSNBC, in full disclosure, made pretax profits of $10.3 billion and somehow has a tax credit of $1.1 billion.
So I paid more taxes last year than the company that owns all of this? Now, does that mean the companies are unpatriotic and immoral? No.
You see, the most important thing to understand is that companies don’t have nationalities and they don’t have morals. They’re not immoral actors, they’re amoral machines. They’re profit-making robots.
They’re not allowed to have a soul or have feelings. If an executive paid the company’s full taxes out of his patriotic duty, he’d be removed from his post. That’s not how it works.
And remember, Google’s whole mantra is, "Don’t be evil." And they avoided $3.1 billion in taxes in the last three years by doing these same kinds of tax tricks.
Why? Because they’re legally bound to make as much money as possible for their shareholders.
When we had a ban on companies doing business with Iran, Halliburton set up an office in Tehran, Iran. They did it anyway. Their CEO at the time was this man. You might remember him. He’s Dick Cheney.
Later, Halliburton would move its official headquarters to Dubai to avoid U.S. taxes, while continuing to rake in huge contracts from the American government as a so-called American company.
So what’s the answer?
First, we have to recognize the problem. Politicians who talk about being "pro-business" are usually using it as an excuse to give corporations tax breaks. By the way, some of which gets funneled back to him in the form of campaign donations.
So let’s get this straight. No one’s anti-business. We want our big and small companies to do well so they hire more people. But at the same time, we don’t want people using the excuse of being pro-business to funnel our tax dollars to multinational corporations.
Most of those guys that are doing the hiring, these so-called American companies, are doing it abroad anyway. Look, the Economic Policy Institute says that American companies created less than a million jobs here in the U.S., but created 1.4 million jobs overseas last year. So you can see where their priorities are.
If we give a tax break to a company, it must be to specifically create jobs here, period. If they don’t, they can go get their tax break from Bermuda or Singapore.
No more American taxpayer money to finance multinational corporations. There has to be a separation of business and state.
This is not the United States of corporate America. Our representatives in this democracy are supposed to look out for us, their voters, not their corporate benefactors.
Secondly, we have to get much tougher on enforcing our tax laws.
In 2004, the Bush administration allowed, again, so-called American companies to repatriate $312 billion back into the U.S. at the comically low rate of 5.25 percent. The real corporate tax rate is supposed to be 35 percent.
Now do you see why the corporate world loved Bush? That means all of the executives at those companies got much fatter bonuses that year.
We did the Republican strategy of just trusting big business to create jobs with all of those tax breaks that we gave them, and guess what happened? Since that huge 2004 tax break, we have lost nearly seven million jobs.
Would you trust your personal money with an amoral machine? No way, right? Then why do we all trust our collective money with these guys? It’s time we built a wall between business and state so that our government looks out for our interests and not multinational corporations` interests.
Now, get your cell phones out. I want to know what you think.
Tonight’s text survey is: Do you think tax breaks for corporations lead to more U.S. jobs? Text "A" for yes, text "B" for no to 622639. I’ll bring you the results later in the show.
Now joining me is former Clinton labor secretary Robert Reich. He’s a professor at the University of California at Berkeley, and he’s also the author of "Aftershock."
All right, Secretary Reich, I want to play you a clip by President Obama, because there was a bill introduced earlier in the year to actually stop the subsidies for off-shoring jobs, and it didn’t pass. The Republicans killed it.
And here’s what the president had to say about it.
(BEGIN VIDEO CLIP)
BARACK OBAMA, PRESIDENT OF THE UNITED STATES: The Republicans in Washington claimed to draw their ideas from a Web site called America Speaking Out. It turns out that one the ideas that’s drawn the most interest on their Web site is ending tax breaks for companies that ship overseas.
The funny thing is, when we recently closed one of the most egregious loopholes for companies creating jobs overseas, Republicans in Congress were almost unanimously opposed. The Republican Leader, John Boehner, attacked us for it and stood up for outsourcing instead of American workers.
(END VIDEO CLIP)
UYGUR: Secretary, is that right? I mean, that seems so unbelievably egregious.
ROBERT REICH, FMR. LABOR SECRETARY: Well, Cenk, when you said a moment ago that this is the United States of corporate America, or at least that’s what it seems, that’s egregious enough.
I mean, big corporations are arguing in terms of getting more tax breaks or getting a tax holiday that they need it in order to have an incentive to create jobs in the United States. But most big corporations now have plenty of money.
Corporate profits are higher than they’ve been in years. In fact, big corporations are now sitting on almost a trillion dollars worth of cash. They’re not creating jobs in the United States, they’re creating jobs abroad.
UYGUR: So the fact that they kill a bill that would have stopped, you know, the loophole that allows them to get a subsidy for off-shoring, I mean, I feel like that’s such a no-brainer for the Democrats, I almost want to pull a Jon Stewart and just do this whole show and the next show and the next show after that about that.
How did the Democrats blow that? Why don’t they take advantage of that and tell the American people what’s happening?
REICH: Well, there are a lot of no-brainers for the Democrats when it comes to corporate malfeasance or nonfeasance.
Cenk, one of the problems -- and I don’t want to tar all Democrats with this, but at least some Democrats with regard to campaign donations are drinking at the same trough as Republicans. They’re going to big corporations.
Now, earlier this year, the Supreme Court, you’ll remember, said in one of the worst Supreme Court decisions in history, in Citizens United against the Federal Election Commission, that corporations are people and they’re entitled to provide as much money to campaigns and to politicians as they want. Otherwise, their First Amendment rights would be breached.
Well, you can’t have it both ways. You said it earlier, and I agree with you, that corporations are not people. They’re just machines. They are just designed to maximize profits.
If we actually treat them as people and say they have First Amendment rights to undermine and corrupt our politicians and our political process, then we’re really in trouble, because they don’t really represent America and Americans.
UYGUR: Well, they keep calling them American companies, or even corporate America. But do these so-called American companies have any obligation to America?
REICH: Well, unfortunately, they don’t. I mean, these global corporations have a primary obligation under the law, and also in terms of economics to their shareholders, to maximize shareholder returns.
That’s what under American capitalism corporations are supposed to do. They’re not obligated to maximize jobs. And it turns out these days, the most rapidly growing markets are in China, India, Brazil, several other rapidly growing markets, and so American corporations are over there not only selling but also creating jobs. Not here.
UYGUR: You know, the thing is, I don’t want people to get me wrong. I actually don’t think that’s crazy or bad. I get why businesses want to start factories in China and why they’re using India for labor, et cetera. I understand that. But what drives me crazy is the idea that we should be subsidizing that.
REICH: Exactly. Cenk, I couldn’t agree with you more.
In other words, corporations should be, according to the way we organize capitalism, maximizing shareholder returns, maximizing profits. So they should be going all over the world. But there is no reason for us, taxpayers, to be subsidizing those corporations, and then those corporations taking those subsidies, or those tax breaks, and using them for creating jobs all over the world. It makes no sense at all.
UYGUR: Unfortunately, I’m going to have to ask you the question that we always run into here. What can we do about it? Because the seems like the politicians, honestly, a lot in both parties -- certainly the Republicans are a wholly-owned subsidiary of multinational corporations, but the Democrats are partly owned, as you explained.
How do we get beyond it when they have already bought the politicians?
REICH: Well, what we have to, I think all of us, get serious about campaign finance reform. I mean, eyes glaze over. It’s not an exciting topic. We’d much rather talk about holding on to health care and everything else. But unless we actually stem the flow of corporate money into American politics, everything we want to do, everything we believe in is jeopardized.
UYGUR: Secretary Reich, thank you so much for joining us.
REICH: Thanks, Cenk. Happy New Year.
UYGUR: Happy New Year to you, too.
Facebook has dominated the headlines today with the news that it has raised $500 million from Goldman Sachs and Digital Sky Technologies at a $50 billion valuation.
In addition, the social network intends to raise another $1.5 billion through a “special purpose vehicle” that Goldman Sachs will be setting up to allow some of its clients to indirectly invest in
There have been a lot of questions about the Goldman Sachs “special purpose vehicle” since the news broke. The key questions: Why is Facebook choosing to raise more money through Goldman Sachs? Will the SEC allow this move, or will it force Facebook to start disclosing its financial results to the public? And when will Facebook finally have an IPO?
SEC regulations and the nuances of private investment are complicated subjects, so we thought we’d try to clarify some of the issues surrounding the Facebook-Goldman Sachs deal, including figuring out the likely date of the Facebook IPO.
1. Why Are Facebook and Goldman Sachs Creating a “Special Purpose Vehicle”?
There is an SEC regulation, set by The Securities Exchange Act of 1934, that requires companies with 500 or more shareholders to disclose their earnings to the SEC. The SEC then publishes this financial information, making it public knowledge.
Facebook doesn’t want that headache at all. It doesn’t want to go through the audits, create the reports, or let its competitors know the details of its earnings and expenditures. However, the social network still wants $2 billion in fresh resources, so Goldman Sachs has come up with a very clever workaround; instead of having thousands of individual investors, Goldman Sachs will represent them all and invest on their behalf.
This is essentially what most brokers do on behalf of their clients, the shareholders. Instead of making a person an investor of record in
The New York Times‘ Steven Davidoff provides a stellar overview of the SEC regulations in question, but it essentially boils down to this: Goldman Sachs is helping Facebook circumvent the system so it doesn’t have to report earnings or raise money via an IPO.
2. Will the SEC Allow It?
The SEC isn’t stupid; it knew that brokerage firms would try these types of workarounds. The New York Times dug up the SEC’s definition of a record holder, which includes a provision that says if a company creates a vessel for holding securities of record primarily to circumvent The 1934 Securities Exchange Act, then it will deem beneficial owners as record owners.
In other words, the SEC could deem that Goldman Sachs is circumventing its regulations with its “special purpose vehicle” and thus consider all of the investors within it “record owners” of Facebook. That would mean that the social network would be required to report its earnings.
We think it’s likely that the SEC will intervene. The SEC is already investigating the private secondary markets for potentially violating the same 500 shareholder regulation. It wouldn’t be much of a jump for the SEC to tell Facebook that its investment vehicle doesn’t preclude it from publicly disclosing its financial information. In fact, it’s likely to tell Facebook the opposite.
3. So, When Will Facebook IPO?
Now here’s where it gets interesting. Facebook and Goldman Sachs are setting up this “special purpose vehicle” to raise a ton of cash for the social networking company. They’re absolutely aware that the SEC will not be happy with their arrangement, and they also know that the SEC will likely step in and tell Facebook to disclose its earnings to the public due to the existence of the Goldman Sachs vehicle.
So why would Facebook go through all this trouble when the SEC is going to shoot them down anyway?
The answer is that this move buys Facebook more time to grow and prepare itself for an IPO. The SEC regulation wouldn’t take effect until May 2012 because the SEC only requires private companies to start reporting its financial information within four months after the end of its current fiscal year. So if Facebook violates the 500 shareholder rule this year, then it won’t have to start reporting its earnings until May 2012, 120 days after December 31, 2011.
That’s more than enough time for Facebook to prepare for its IPO. When the day comes that Facebook is required to release its financial information to the public, it will probably decide to just go all-in and become a public company, raising even more money in the process.
Essentially, Facebook has set the clock for its IPO to occur on May 2012 or earlier. Part of the reason we predicted no Facebook IPO in 2011 is because 2012 is the year most of our sources say the Facebook IPO is likely to occur. It all fits.
Mark your calendars and set your watches, everyone: The Facebook IPO is likely coming in 12 to 16 months.
For more Business coverage:
robert shumake detroit
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