湖北知行学院
金融专业英语外文文献译文本
2014届
原文出处:____ Companies Law Commons, Securities
Law Commons_____________________ 译文题目：______调和税法和证券监管____
院（系）经济与管理学院
专业名称金融专业
学生姓名王倩
学生学号1211340073
任课教师张真
RECONCILING TAX LAW AND SECURITIES REGULATION
Omri Marian*
Issuers in registered securities offerings must disclose the expected tax consequences
to investors investing in the offered securities (“nonfinancial tax disclosure”). This
Article advances three arguments regarding nonfinancial tax disclosures. First,
nonfinancial tax disclosure practice, as the Securities and Exchange Commission
(the SEC) has sanctioned it, does not fulfill its intended regulatory purposes. Cur-
rently, nonfinancial tax disclosures provide irrelevant information, sometimes fail
to provide material information, create unnecessary transaction costs, and divert
valuable administrative resources to the enforcement of largely-meaningless require-
ments. Second, the practical reason for this failure is the SEC
and tax practitioners’
unsuccessful attempt to address investors’heterogeneous tax preferences. Specifi-
cally, nonfinancial tax disclosure practice assumes the existence of a “reasonable
investor”who is also an “average taxpayer,”and tax disclosures are drafted for the
benefit of this average taxpayer. The concept of an “average taxpayer,”however, is
not defensible. Third, the theoretical reason for the regulatory regime’s dysfunction-
ality is the misapplication of mandatory disclosure theory to nonfinancial tax
disclosure requirements. Mandatory disclosure theory, even if accepted at face
value, does not support the current regulatory framework, due to the special nature
of tax laws. To remedy this failure, this Article describes the types of tax-related
disclosures that mandatory disclosure theory would support. Under the proposed
regulatory reform, nonfinancial tax disclosures will only include
issuer-level tax
items (namely, tax items imposed on the issuing entity) that affect how “reasonable
investors”calculate their own individual tax liabilities. Under such a regime, there
is no need to rely on the “average taxpayer”construct. INTRODUCTION: APPLE’S BOND OFFERING AS AN ALLEGORY
On May 1, 2013, Apple, Inc. (Apple) made financial history wi its $17 billion bond offering,
1 the largest-ever debt issuance by
* Assistant Professor of Law, University of Florida Levin College of Law. For help
guidance, comments and critique, I am grateful to Jennifer Bird-Pollan, Stu Cohen, Da
Gamage, Joan Heminway, Michael Knoll, Leandra Lederman, Tom Lin, Randle Polla
Dexter Samida, Doug Shackelford, Danny Sokol, Emily Satterthwaite, and participants
conferences and workshops at the Northwestern University School of Law, the University
Tennessee College of Law, the 2013 SEALS Annual Conference,
