Corporate Managers, Agency Costs, and the Rise of Double Taxation 44 William and Mary Law Review 2002-2003

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44 Wm. & Mary L. Rev. 167 (2002-2003)
Corporate Managers, Agency Costs, and the Rise of Double Taxation

handle is hein.journals/wmlr44 and id is 179 raw text is: CORPORATE MANAGERS, AGENCY COSTS, AND THE RISE
OF DOUBLE TAXATION
STEVEN A. BANK*
TABLE OF CONTENTS
INTRODUCTION ....................................... 169
I. THE ORIGINS OF A SEPARATE CORPORATE INCOME TAX ..... 173
A. Civil War and Reconstruction ...................... 173
B. State Law Developments in the Taxation
of Corporations ................................ 176
C. Federal Adoption of a Separate Corporate Income Tax . 178
II. THE ADOPTION OF AN UNDISTRIBUTED PROFITS TAX ...... 183
A. Campaign of 1932 .............................. 183
B. 1936 and the Revival of the
Undistributed Profits Tax ....................... 192
III. DOUBLE TAXATION AS A TOOL IN THE ATTACK ON
THE UNDISTRIBUTED PROFITS TAX .................... 198
A. Prelude to the Revenue Act of 1936 ................. 198
B. The Campaign to Defeat the Tax in the
Revenue Act of 1936 ............................ 204
1. H ouse ...................................... 204
2. Senate ..................................... 213
3. Conference .................................. 226
* Visiting Professor, UCLA School of Law (2002-2003); Associate Professor, Florida State
University College of Law. B.A. 1991, University of Pennsylvania; J.D. 1994, University of
Chicago. Thanks to Barbara Banoff, Joseph Dodge, Christopher Hanna, Carolyn Jones, Peter
Oh, and Daniel Schneider for their comments and suggestions. Previous versions of this paper
were presented at the 2001 Annual Meeting of the Central States Law School Association at
Michigan State University-Detroit College of Law and at a Florida State University College
of Law Faculty Colloquium. Thanks to participants for all of their comments. Thanks also to
Paul Berk (Ph.D. candidate, FSU History Department) and Michael Barry (J.D. 2001) for
their research assistance and to the archivists at the Hoover Institution Library and Archives
at Stanford University and the Center for American History at the University of Texas for
their hospitality and help in locating documents. This project benefitted from a summer
research grant from Florida State University College of Law.

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