This week, Sloan Speck (Blue J; Google Scholar, SSRN) reviews a new work by Jason S. Oh (UCLA; SSRN), Does the Corporate Tax Still Distort Organizational Governance?, 22 N.Y.U. J.L. & Bus. 69 (2025) (TaxProf Blog).

Lawyers and economists have long recognized that taxation affects business entities’ governance decisions, and these tax-induced distortions have motivated decades of calls for corporate tax integration. In Does the Corporate Tax Still Distort Organizational Governance?, Jason Oh brings fresh insights to these longstanding debates. Oh observes that publicly traded companies rarely organize as limited liability companies (or other noncorporate state-law forms), even though LLCs’ governance regime allows greater flexibility without changing the entity’s corporate tax classification (through a check-the-box election or under § 7704’s publicly traded partnership rules). As Oh frames the question, “Why are there so few public LLCs?” To explain this puzzle, Oh advances a “homogeneity hypothesis”: “public entities prefer homogeneous interests and therefore gravitate toward governance and taxation regimes that reinforce homogeneity amongst investors.” In a world where public companies have diverse stakeholders, allocating the firm’s residual value—and upside—in a block of small, standardized units just makes life simpler.

Oh tests his hypothesis against three organizational arrangements: the “very few” public companies organized as LLCs, the larger pool of master limited partnerships, and the even-more-robust group of REITs and RICs taxable as conduits (or quasi-pass-throughs) under subchapter M. The legal rules applicable to each of the categories support the homogeneity hypothesis. For example, LLC interests may carry nuanced economic rights that exacerbate agency costs for retail investors who seek a small, predictable slice of equity. Even if these interests are homogeneous economically (say, for some MLPs), holders’ tax consequences may diverge under the allocation and basis mechanics of subchapter K. Oh’s point—and it’s important—is that tax heterogeneity implicates governance, and specific tax rules may advance economic fidelity but disrupt the benefits of fungible state-law interests.

There are broader implications. If policymakers pursue corporate tax integration, dividend deduction, dividend exclusion, and credit-imputation strategies introduce less investor heterogeneity than direct allocation (or attribution, post-Moore). There are quirks, but Oh’s arguments generally align with—and add support to—well-pedigreed positions on integration. In addition, Oh reframes the relationship between taxes and governance by treating tax policy as another lever to ameliorate or exacerbate the agency costs created by a separation of ownership and control. For example, share buybacks under § 302(a)—an often-contested tax policy—may ameliorate investor heterogeneity by allowing investors to choose the timing of distributions. At the end of the day, tax and governance really are inextricable, and Oh’s proposal to treat both in parallel unsettles many of the priors in the academic literature on the topic.

One implication from Oh’s excellent article: academic advocates probably should abandon theoretical purity with respect to corporate tax integration schemes. Particularly for the dividend-deduction and dividend-exclusion models, partial integration might have salutary governance effects that justify a less revenue-intensive form of relief. One could imagine a mid-sized dividend deduction encouraging management to release more cash to shareholders, at the margin, while tax law’s current preferential rates for qualified dividends smooth some shareholder preferences with regard to timing. There are good reasons for these compromises to absolute integration. In this way, Oh’s work bridges theoretical goals and pragmatic political and fiscal realities without abandoning principle.

Moreover, Oh’s prior work with Andrew Verstein suggests that investor homogeneity may operate differently at various levels of a firm’s structure. Contemporary UPREITs, for example, wed a publicly traded parent with an umbrella partnership that holds the operating assets. The parent offers homogeneous stock interests to some investors, while the partnership preserves investor-specific tax attributes (and parallel economic returns) for property contributors. This heterogeneity wedge—and the success of these structures in public markets—imply that the choice between corporate and noncorporate tax and governance is less binary. For these structures, certain investor differences may be well-accommodated—and the question is which other investors bear the costs of this accommodation.

Finally, any accounting of contemporary corporate governance should incorporate the DExit movement, where Delaware-incorporated public companies (or companies anticipating going public) migrate to states like Texas or Nevada. This jurisdictional competition—a race to somewhere!—may relieve some pressure from questions about whether LLCs are a superior vehicle. Convention and inertia still favor incorporation, and DExit may provide enough churn that managers feel little impetus to seek additional flexibility in governance. From this perspective, the paucity of publicly traded LLCs is less an absolute equilibrium than a local state that may shift in the future. Should this shift occur, Oh’s article almost certainly will inform debates about its desirability.

Overall, Oh’s compelling article sheds new light on the relationship between tax law and governance. Oh’s work should be required reading for scholars in tax and corporate law, as well as policymakers seeking a nuanced perspective on reform.

Here is the rest of this week’s SSRN tax roundup:

Frank Agostino (Agostino & Assocs., PC), Citizen by Accident, Resident by Paperwork: Getting Accidental Americans In, and Then Out, J. Tax Controversy (Oct. 17, 2026)

Frank Agostino (Agostino & Assocs., PC), The Dog Had a Swiss Bank Account, and the Safe Harbor Left Town, J. Tax Controversy (Oct. 17, 2026)

Reuven S. Avi-Yonah (Michigan), Can Congress Attribute Corporate Income to Shareholders?, 123 Tax Notes Int’l 2241 (Sep. 28, 2026)

Andrew Belnap (Texas, McCombs Sch. Bus.), Jeffrey Gramlich (Washington St., Carson Coll. Bus.), Anthony Welsch (Chicago, Booth Sch. Bus.) & Braden Williams (Texas, Dep’t Acct.), Tax Intermediaries and Social Benefit Take-Up: Evidence from a Field Experiment and a Natural Quasi-Experiment (Oct. 15, 2026)

Mark J. Cowan (Boise St., Dep’t Acct.) & Joshua Cutler (Boise St., Dep’t Acct.), Cold-Blooded Corporate Charity: Policy Pitfalls of the Big Beautiful Floor (Oct. 21, 2026)

Mark J. Cowan (Boise St., Dep’t Acct.) & Joshua Cutler (Boise St., Dep’t Acct.), Expressways and Frontage Roads: Rules and Standards in the Tax Law (Oct. 21, 2026)

Bridget J. Crawford (Pace), Sugar Daddies, Sugar Babies, and the Trouble with Tax Forms, 192 Tax Notes Fed. 2227 (Sep. 21, 2026)

Christopher H. Hanna (SMU), A New View of Taxation, 28 U. Pa. J. Bus. L. 317 (2026)

Bradford Hepfer (Texas A&M, Dep’t Acct.), Sarah C. Rice (Texas A&M, Mays Bus. Sch.) & Abigail Rozanski (Texas A&M, Mays Bus. Sch.), IPO-Funded Debt Repayment and Its Consequences: The Role of the Tax Benefits of Debt (Oct. 15, 2026)

Jeffery M. Kadet (Washington) & Reuven S. Avi-Yonah (Michigan), Is Cost Sharing Valid Under Loper Bright?, 192 Tax Notes Fed. 2197 (Sep. 21, 2026)

Jeffery M. Kadet (Washington), Reuven S. Avi-Yonah (Michigan), Stephen L. Curtis (Cross Border Analytics, Inc.) & David G. Chamberlain (Cal. St. Poly.), Reg. Section 1.482-7: A Wish List, 192 Tax Notes Fed. 2215 (Sep. 21, 2026)

Desen Lin (Cal. St. U., Fullerton), Beyond Property Values: Vacant Lot Greening and Property Tax Delinquency (Oct. 16, 2026)

Adebowale Omolasoye (Adekunle Ajasin U.), Nigeria Tax Refund Regime: Refund Entitlements, Application Procedures and Documentation Under the 2025 Tax Laws and NRS Guidelines (Oct. 17, 2026)

Ângela Cristina Oliveira Pereira, Graça Maria do Carmo Azevedo (U. de Aveiro) & Cláudia Pereira, Do Deferred Taxes Help Explain and Predict Future Tax Outcomes? Iberian Evidence (Oct. 22, 2026)

Richard Pomp (U. Conn.), Taxation Will Not Stop the AI Trajectory (Oct. 15, 2026)

Hetal S. Solanki (Gujarat U.) & Komal D. Mistry (Sardar Patel U.), Digital Transformation in GST: Evidence of Improved Compliance and Reduced Invoiced Based Risk in India (June 15, 2026)

Libin Zhang (Fried, Frank, Harris, Shriver & Jacobson LLP), Bond Market Fallout of State Wealth Taxes, TAXES—The Tax Magazine (Sep. 29, 2026)