Room 290, Stanford Law School
5:30 pm – 6:00 pm: Reception
6:00 pm – 7:15 pm: Panel

Recently, there has been a flurry of corporate inversions involving large U.S. companies seeking to migrate overseas through the acquisition of a much smaller target company domiciled in a tax-friendly foreign jurisdiction. Following the inversion, the U.S. company ends up as the nominal subsidiary of the foreign corporation, which can have significant tax benefits. These transactions have caused a storm of controversy. President Obama has called U.S. companies shifting their domiciles overseas “corporate deserters,” and his administration has pledged to take action to curtail inversions, with or without the approval of Congress. But many companies argue that the United States’ corporate tax rate is too high, and that inversions are necessary to stay globally competitive and maximize shareholder value. Commentators respond that competitiveness has little to do with inversions.

This session brought together leading inversion experts from academia and practice, including Professor Edward Kleinbard of USC Gould School of Law, Ronald E. Creamer, Jr. of Sullivan & Cromwell, and moderator Professor Joe Bankman of Stanford Law School, to discuss what's behind the recent flurry of inversion activity, how inversion transactions work, and what–if anything–should be done to curtail them through restrictions or corporate tax reform.

Our Panel:

Edward D. Kleinbard is the Ivadelle and Theodore Johnson Professor of Law and Business at the University of Southern California Gould School of Law, and a fellow at The Century Foundation. Professor Kleinbard joined USC Gould in 2009.
Before joining USC Gould, Professor Kleinbard served as chief of staff of U.S. Congress’s Joint Committee on Taxation. The JCT staff are the nonpartisan tax resource to Congress, helping legislators to formulate legislation, writing analyses of legislative proposals or tax issues of interest to the Congress, and estimating the revenue consequences of legislative proposals.
Professor Kleinbard's work focuses on the taxation of capital income, international tax issues, and the political economy of taxation. His recent papers include Stateless Income (Florida Tax Review), The Lessons of Stateless Income (Tax Law Review), The Better Base Case (Tax Notes), Paul Ryan's Roadmap to Inequality (Tax Notes), Herman Cain's 9-9-9 Plan (Tax Notes), Tax Expenditure Framework Legislation (National Tax Journal) and An American Dual Income Tax: Nordic Precedents (Northwestern J. of Law and Social Policy). Professor Kleinbard has testified before the Congress on tax policy matters, and has written opinion pieces for the New York Times, the Huffington Post, CNN.com, and other media outlets.
Prior to his appointment to the staff of the Joint Committee on Taxation, Kleinbard was for over 20 years a partner in the New York office of Cleary Gottlieb Steen & Hamilton LLP. Professor Kleinbard received his J.D. from Yale Law School, and his M.A. in History and B.A. in Medieval and Renaissance Studies from Brown University.

Ronald E. Creamer, Jr. is the head of Sullivan & Cromwell’s Tax Group and also leads that group’s M&A practice.
Mr. Creamer is a seasoned practitioner in all types of acquisitions and dispositions, particularly cross-border transactions. He is noted for his calm, business-oriented approach and his ability to achieve consensus in complex negotiations. In addition to his M&A practice, Ron regularly advises clients on the execution and IRS review of tax-efficient financing techniques and capital markets strategies.
Mr. Creamer regularly represents AB InBev, Amgen Inc., Barclays Bank PLC, BP PLC, Cablevision Systems Corporation, Diageo PLC, Dr Pepper Snapple Group Inc., ING Group N.V., J.C. Flowers, Macquarie Group Ltd., R.R. Donnelley & Sons, UBS AG and Zurich Financial Services.
Currently, Mr. Creamer’s practice is oriented toward distressed acquisitions and dispositions in the financial sector, as well as the maintenance and value optimization of beneficial tax attributes.

A leading scholar in the field of tax law, Joseph Bankman is the author of two widely used casebooks on the subject. His writings on tax policy cover topics such as progressivity, consumption tax, and the role of tax in the structure of Silicon Valley start-ups. He has gained wide attention for his work on how government might control the use of tax shelters and has testified before Congress and other legislative bodies on tax compliance problems posed by the cash economy. He has written and spoken extensively on how we might use technology to simplify filing. He also worked with the State of California to co-author a bill creating ReadyReturn—a completed tax return prepared by the state. Before joining the Stanford Law School faculty in 1989, Professor Bankman was a professor at the University of Southern California Law Center and a tax practitioner with the Los Angeles firm of Tuttle & Taylor.

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