The Supreme Court is poised to hear arguments Tuesday in a closely watched case that some warn could have sweeping implications for the U.S. tax system and derail proposals from some Democrats to create a wealth tax.
The dispute before the justices, known as Moore v. United States, dates back to 2006. That year, Charles and Kathleen Moore made an investment to help start the India-based company, KisanKraft Machine Tools, which provides farmers in India with tools and equipment. The couple invested $40,000 in exchange for 13% of the company’s shares.
KisanKraft’s revenues have grown each year since it was founded, and the company has reinvested its earnings to expand the business instead of distributing dividends to shareholders.
The Moores did not receive any distributions, dividends or other payments from KisanKraft, according to filings with the Supreme Court. But in 2018, the couple learned they had to pay taxes on their share of KisanKraft’s reinvested lifetime earnings under the “mandatory repatriation tax,” which was enacted through the Tax Cuts and Jobs Act, signed into law by President Donald Trump the year before. The tax was projected to generate roughly $340 billion in revenue over 10 years.
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They “own” it in the same way your bank teller “owns” your money. I.e. not at all.
They don’t control or benefit from those shares, so in what way do they own them? In the same way that a bank teller owns the money they deposit and withdraw from your account. Is the teller richer if you deposit 100k?
They don’t have anything but a responsibility to care for it. These shares are a burden to them.
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Do you think there isn’t a “clear record” without direct registration?
What registration fees does registering directly avoid? What are they called and how large are they? There are fees related to direct registration too. How do they compare?
Shareholder communication is public and sent to the SEC. Everyone can see it. You can see it on the SEC website, on the company website, or just on Yahoo Finance.
Your brokerage will send you any corporate matters to vote on. Direct registration probably complicates this, since you have to communicate with the company directly.
Direct registration is not some secret thing that helps you make money. It just makes it harder to sell your investments. Also, you can’t loan them out for short sellers (which can earn you interest) or sell options against them.
This all sounds like some copy pasta to try to influence the price of a stock (GME).
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They ‘own’ them in the literal sense of ownership. Cede and Co is the name recorded on the issuer’s stock ledger. In case you aren’t familiar, the stock ledger is something issuers are required to maintain and use to track ownership. Very commonly this responsibility is outsourced to companies called Transfer Agents, which themselves need to be SEC approved.
https://www.sec.gov/about/reports-publications/investor-publications/holding-your-securities-get-the-facts
I would definitely encourage checking out the SEC’s recently updated page on the options investors have when holding securities. It’s very readable and will likely answer your questions.
TLDR - If you own shares in a broker, you are a “beneficial” owner. This means that while the economic and voting impact of ownership are supposed to be passed on to you, you are not the named owner. If you own shares directly on the register of the issuer there is no middleman to pass these things to you.
DRS is not about price impact on any security. There should never be any price impact on a security from investors choosing DRS over an alternative holding method. DRS, rather, allows for other assurances - most critical for me personally are 1. being able to submit shareholder proposals directly to the company without needing to go through other channels and 2. knowing that my votes will not only be cast, but counted. For more on 2, know that over voting is a massive issue in shareholder democracy, and companies holding elections or seeking shareholder input on proposals never get to see that. Proxy vote counting companies truncate or control voting results before reporting.
This is (imo) a fascinating and tragic problem. Here are a couple sources to get you started if you feel the same way.
https://papers.ssrn.com/sol3/papers.cfm?abstract_id=904004
https://web.archive.org/web/20060421085925/http://www.rgm.com/articles/FalseProxies.pdf
https://katten.com/files/21384_proxy-vote-processing-issues.pdf
Ownership has two components: benefits and control. If you both benefit from and control your shares already, it doesn’t matter whose name is on the certificate. Using CeDe just makes it easier to buy and sell shares. Prior to that people had to literally track down physical owners, call them up, and ask to buy their shares. Read Warren Buffett’s biography (“The Snowball”). He did it all the time.
Your home address has your state and country on it. Do they “own” your house in any sense of the word? Their name is on it and you pay them for services for your property. They make rules you have to follow. No, they don’t own your house but they do have a responsibility to provide services for it. Should you leave society and set up your own water, septic tank, power, etc.? You can but it’s not easier and it doesn’t affect the ownership of your property. Same with direct registration.
I agree with you completely regarding the massive improvements to liquidity and settlement with a centralized depository model. The Depository Trust was founded to that end and accomplished it well. However, I do not believe the ‘control’ of the shares is adequately dispersed to beneficial owners under the current system. See the concerns (long standing over decades) regarding shareholder democracy from my previous comment.
Replace “teller” with “bank” because we are talking about legal ownership, not physical control.
While they absolutely “have a responsibility” to you, they also benefit from holding it, so your “anything but” rhetoric is incorrect. Brokers and banks alike earn money by lending the assets the have, despite their corresponding liabilities.
Correct. Legally, you have a “security entitlement”. Per UCC 8-503, the property interest you have a result of this entitlement is merely “a pro rata property interest in all interests in that financial asset held by the securities intermediary”, i.e. what your broker actually has, which is (a) opaque to you as a customer, and (b) is fundamentally difficult even for them to pin down - as it is composed primarily of their DTC account balance, ideally but they undoubtedly have many derivatives, transactions to settle (which can extend beyond 2 days because FTDs are common), shares lent out that are due to them, etc. So while the number of security entitlements in your account has a clear record, your property interest in the issuer does not have a clear record.