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Pepperdine University School of Law

Tuesday, November 20, 2018

Satterthwaite Presents Entrepreneurs' Legal Status Choices And The C Corporation Penalty At UC-Irvine

SatterthwaiteEmily Satterthwaite (Toronto) presented Entrepreneurs' Legal Status Choices and the C Corporation Penalty at UC-Irvine yesterday as part of its Tax Policy Colloquium Series hosted by Josh Blank, Vic Fleischer, and Omri Marian:

Foundational to the American Dream is the ability to easily and rapidly start a new business. Over the past quarter century, the introduction of the limited liability company (LLC) has dramatically shifted the choice-of-legal-status calculus, and in its wake a consensus against the use of traditional C corporations by non-venture-backed start-ups has emerged.  The C corporation, scholars argue, has fatal drawbacks: tax disadvantages as well as governance inflexibility.  Due to historically limited sources of data, there has been little empirical research on choice-of-entity generally and none that explores the anti-C corporation thesis in particular.  Do C corporations under-perform as compared to similarly-situated businesses with alternative legal statuses?  This paper exploits a large panel dataset that contains legal status, owner, business, financing, and other firm-specific information collected from an eight-year panel survey of nearly five thousand enterprises that were formed in 2004.  The paper presents four main results. 

First, C corporation status is associated with firm failure rates that are 38 percent higher (significant at 0.1 percent) than those of non-C corporations.  Second, this C corporation survival penalty persists at nearly the same magnitude and significance even after a subset of sophisticated “anticipated cash-exit” C corporations with (a) venture capital investors or (b) employee stock option plans are separated out.  Third, non-white and foreign-born entrepreneurs have a significantly higher likelihood of choosing (survival-penalized) C corporation status.  Fourth, within the subset of firms that appear eligible to elect out of the default (subchapter C) corporate tax classification and into the tax-advantaged subchapter S classification, non-white and older entrepreneurs are significantly more likely to remain in C corporation status.  The paper concludes by suggesting a range of policy interventions that may worth exploring to address the distributional non-neutrality of legal status choice.

https://taxprof.typepad.com/taxprof_blog/2018/11/satterthwaite-presents-entrepreneurs-legal-status-choices-and-the-c-corporation-penalty-today-at-uc-.html

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