The corporate rage these days is corporate inversions.  A U.S. Corporation merges with a foreign corp. to obtain the foreign jurisdiction’s lower tax rates.  The merger, in which the U.S. Corporation becomes the surviving entity, is tax-free at the corporate level.  But the U.S. shareholders, who receive no cash on the merger, still must pay tax. The U.S. Corporation’s defend these moves by claiming they need to lower effective tax rates to be more competitive in the global marketplace.  Yet, U.S. stock markets have reached record levels.  So then, what is the real reason for the stampede to escape U.S. tax?

(To tune of “April in Paris,” by Vernon Duke and E.Y. Harburg (1932))

Shopping for tax rates.
Corporate inversions.
Foreign conversions.
Now all the rave.

Shopping for tax rates.
Mergers to measure.
Profits we treasure.
And crave.

Who cares about morality?
Shareholders who’ll bear the tax?
Morality’s banality.
Numbers motivate our acts.

Shopping for tax rates.
Don’t call it treason.
We know the reason.
Pure greed.

Lyric © 2014 by Robert S. Steinberg, Esquire
All rights reserved.


Income disparity is rising in America.  But, the disconnect goes beyond how much people earn. The most troubling aspect of this statistic questions the value to our society and economy of what these highest earners do; or, said another way, questions the honesty of their earnings. There is a growing gap between the rewards for those who speculate on Wall Street and the earnings of those who labor on Main Street.

(To the tune of, “On Broadway,” by Barry Mann, Cynthia Weill, Jerry Leiber & Mike Stoller; most popularly recorded by The Drifters in 1963 and George Benson in 1978)

They say if you can make a deal on Wall Street.
The streets are paved with bucks to steal, down there.
Because your compensation’s tied
To EPS that’s glorified.
In limousines  you ride that go somewhere.

You know you’re really out of luck on Main Street
Forgotten desperate people stuck out here
Where there’s no job security
And nothing that you need is free
You realize you’re totally, nowhere

Feels good to be the 1 percent on Wall Street
Where lobbyists you pay don’t miss a beat
Keep carried interest on hedge funds
The tax exemption on your bonds
And never have to work for crumbs
On Main Street
Not on Wall Street
No, not on Wall Street

Lyric © 2013 by Robert S. Steinberg, Esquire
All rights reserved