Enterprise Law
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Enterprise Law

Contracts, Markets, and Laws in the US and Japan

Edited by Zenichi Shishido

Enterprise law represents the entire range of private contracts and public regulations governing the relationship of different capital providers. Enterprise Law comparatively analyses the way these fundamental legal frameworks complement each other in the United States and Japan.
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Chapter 15: Taxation and incentives in the business enterprise

David Gamage and Shruti Rana


Tax law is intimately connected to enterprise law. In many legal practices, lawyers who serve enterprise clients regularly turn to tax lawyers for advice on structuring transactions. Often, the enterprise lawyers first devise a transaction in order to further some business-law-related end, and then turn to tax lawyers to insure that the transaction is structured in a tax-favorable manner. In other instances, tax lawyers devise transactions in order to minimize an enterprise client’s tax liabilities, and then turn to the enterprise lawyers to structure the transaction in accordance with the client’s non-tax goals. Enterprise lawyers and tax lawyers thus need a mutual understanding so that they can work together effectively to meet their clients’ tax and non-tax goals. At a minimum, enterprise and tax lawyers need to know when to ask each other for advice and when to defer to each other’s expertise to maximize client outcomes. Similarly, anyone interested in the design of enterprise law must engage with, and understand the fundamentals of, taxation. Tax laws significantly impact all of the major incentive bargains analyzed in this volume. The agreements managers reach with employees, shareholders, and creditors are all regularly structured with an eye towards tax considerations.

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