Tesla will move its headquarters from California to Austin, Texas, where it is building a new factory, its chief executive, Elon Musk, said at the company’s annual shareholder meeting on Thursday.
The move makes good on a threat that Mr. Musk issued more than a year ago when he was frustrated by local coronavirus lockdown orders that forced Tesla to pause production at its factory in Fremont, Calif. Mr. Musk on Thursday said the company would keep that factory and expand production there.
“There’s a limit to how big you can scale in the Bay Area,” he said, adding that high housing prices there translate to long commutes for some employees. The Texas factory, which is near Austin and will manufacture Tesla’s Cybertruck, is minutes from downtown and from an airport, he said.
Mr. Musk was an outspoken early critic of pandemic restrictions, calling them “fascist” and predicting in March 2020 that there would be almost no new cases of virus infections by the end of April. In December, he said he had moved himself to Texas to be near the new factory. His other company, SpaceX, launches rockets from the state.
Hewlett Packard Enterprise said in December that it was moving to the Houston area, and Charles Schwab has moved to a suburb of Dallas and Fort Worth.
Mr. Musk’s decision will surely add fuel to a ceaseless debate between officials and executives in Texas and California about which state is a better place to do business. Gov. Greg Abbott of Texas, and his predecessors, have courted California companies to move to the state, arguing that it has lower taxes and lower housing and other costs. California has long played up the technological prowess of Silicon Valley and its universities as the reason many entrepreneurs start and build their companies there, a list that includes Tesla, Facebook, Google and Apple.
Texas has become more attractive to workers in recent years, too, with a generally lower cost of living. Austin, a thriving liberal city that is home to the University of Texas, in particular has boomed. Many technology companies, some based in California, have built huge campuses there. As a result, though, housing costs and traffic have increased significantly, leaving the city with the kinds of problems local governments in California have been dealing with for years.
Mr. Musk’s announcement is likely to take on political overtones, too.
Last month, Mr. Abbott invoked Mr. Musk in explaining why a new Texas law that greatly restricts abortion would not hurt the state economically. “Elon consistently tells me that he likes the social policies in the state of Texas,” the governor told CNBC.
he said on Twitter. “That said, I would prefer to stay out of politics.”
On Thursday evening, a Twitter post by Governor Abbott welcomed the news, saying “the Lone Star State is the land of opportunity and innovation.”
A spokeswoman for Gov. Gavin Newsom of California, Erin Mellon, did not directly comment on Tesla’s move but said in a statement that the state was “home to the biggest ideas and companies on the planet” and that California would “stand up for workers, public health and a woman’s right to choose.”
Mr. Musk revealed the company’s move after shareholders voted on a series of proposals aimed at improving Tesla’s corporate governance. According to preliminary results, investors sided with Tesla on all but two measures that it opposed: one that would force its board members to run for re-election annually, down from every three years, and another that would require the company to publish more detail about efforts to diversify its work force.
In a report last year, Tesla revealed that its U.S. leadership was 59 percent white and 83 percent male. The company’s overall U.S. work force is 79 percent male and 34 percent white.
The vote comes days after a federal jury ordered Tesla to pay $137 million to Owen Diaz, a former contractor who said he faced repeated racist harassment while working at the Fremont factory, in 2015 and 2016. Tesla faces similar accusations from dozens of others in a class-action lawsuit.
The diversity report proposal, from Calvert Research and Management, a firm that focuses on responsible investment and is owned by Morgan Stanley, requires Tesla to publish annual reports about its diversity and inclusion efforts, something many other large companies already do.
Investors also re-elected to the board Kimbal Musk, Mr. Musk’s brother, and James Murdoch, the former 21st Century Fox executive, despite a recommendation to vote against them by ISS, a firm that advises investors on shareholder votes and corporate governance.
Proposals calling for additional reporting both on Tesla’s practice of using mandatory arbitration to resolve employee disputes and on the human rights impact of how it sources materials failed, according to early results. A final tally will be announced in the coming days, the company said.
Building and installing enough solar panels to generate up to 45 percent of the country’s power needs will strain manufacturers and the energy industry, increasing demand for materials like aluminum, silicon, steel and glass. The industry will also need to find and train tens of thousands of workers and quickly. Some labor groups have said that in the rush to quickly build solar farms, developers often hire lower-paid nonunion workers rather than the union members Mr. Biden frequently champions.
Challenges like trade disputes could also complicate the push for solar power. China dominates the supply chain for solar panels, and the administration recently began blocking imports connected with the Xinjiang region of China over concerns about the use of forced labor. While many solar companies say they are working to shift away from materials made in Xinjiang, energy experts say the import ban could slow the construction of solar projects throughout the United States in the short term.
Yet, energy analysts said it would be impossible for Mr. Biden to achieve his climate goals without a big increase in the use of solar energy. “No matter how you slice it, you need solar deployments to double or quadruple in the near term,” said Michelle Davis, a principal analyst at Wood Mackenzie, an energy research and consulting firm. “Supply chain constraints are certainly on everyone’s mind.”
Administration officials pointed to changes being made by state and local officials as an example of how the country could begin to move faster toward renewable energy. Regulators in California, for example, are changing the state’s building code to require solar and batteries in new buildings.
Another big area of focus for the administration is greater use of batteries to store energy generated by solar panels and wind turbines for use at night or when the wind is not blowing. The cost of batteries has been falling but remains too high for a rapid shift to renewables and electric cars, according to many analysts.
To some solar industry officials, the Energy Department report ought to help to focus people’s minds on what is possible even if lawmakers haven’t worked out the details.
“In essence the D.O.E. is saying America needs a ton more solar, not less, and we need it today, not tomorrow,” said Bernadette Del Chiaro, executive director of the California Solar and Storage Association, which represents solar developers in the state with by far the largest number of solar installations. “That simple call to action should guide every policymaking decision from city councils to legislatures and regulatory agencies across the country.”
On Friday, some Silicon Valley technology companies began speaking out, too.
Lyft’s chief executive, Logan Green, said the company would pay the legal costs of any drivers who faced lawsuits under the law. “TX SB8 threatens to punish drivers for getting people where they need to go — especially women exercising their right to choose,” he wrote on Twitter.
Uber’s chief executive, Dara Khosrowshahi, said on Twitter that his company would also cover its drivers’ legal expenses.
And Jeremy Stoppelman, the chief executive of Yelp, issued a statement. “The effective ban on abortions in Texas not only infringes on women’s rights to reproductive health care, but it puts their health and safety at greater risk,” he said. “We are deeply concerned about how this law will impact our employees in the state.”
A couple executives tried to find a middle ground, cheering on democracy and opposing discrimination while remaining silent on the Texas law.
Mr. Musk, who said he has moved to Texas and was investing a lot in the state through Tesla and SpaceX, was among them. “In general, I believe government should rarely impose its will upon the people, and, when doing so, should aspire to maximize their cumulative happiness,” he wrote on Twitter in response to Mr. Abbott’s comments. “That said, I would prefer to stay out of politics.”
Hewlett Packard Enterprise, based in Houston, declined to comment on the ban, but said the company “encourages our team members to engage in the political process where they live and work and make their voices heard through advocacy and at the voting booth.”
A spokesman for the company added that its medical plan allowed employees to seek abortions out of state, and would pay for lodging for such a trip.
The marketing of financial products promises far higher profit margins than the online “affiliate” businesses that underlie websites like The New York Times’s Wirecutter. While a publisher recommending a gadget on Amazon might earn a single-digit percentage of a shopper’s purchase, the “bounties” paid to Red Ventures for directing a consumer to a Chase Visa Sapphire Reserve credit card or an American Express Rose Gold card can range from $300 to $900 per card.
The arrival of Red Ventures’ executives hasn’t always gone over well among the journalists who find themselves working under Mr. Elias. Journalists, like members of a medieval guild (the guild hall is Twitter), tend to be more connected to the folkways of their profession than to any corporate culture, and some roll their eyes at Red Ventures’ rah-rah retreats, which feature fireworks and song. More troublingly, some reporters at The Points Guy, which also covers the travel industry in general (it has been a comprehensive source for information on where vaccinated Americans can travel), have complained that the new owners have eroded the already rickety wall between the site’s service journalism and the credit card sales that fund it.
Red Ventures is “all about profit maximization,” said JT Genter, who left the site more than a year ago. He and other Points Guy writers said they hadn’t been pushed to publish stories they found dubious — indeed, the site has occasionally offered carefully critical coverage of Chase and American Express, its dominant business partners. But he noted that Points Guy journalists are required to attend regular business meetings detailing how much money the site makes from credit card sales, which some take as a tacit suggestion to put their thumbs on the scale.
Mr. Elias said Red Ventures has a “nonnegotiable line” concerning the editorial independence of its sites, adding that he has given his cell number to CNET employees and instructed them to call him if they ever face pressure from the business side.
“I told them, ‘There’s a red line,’ and they’re like, ‘OK, we’ll see,’” he said.
Red Ventures’ roots in marketing, its investment in tech aimed at selling you something and its almost-accidental move into trying to provide readers with trusted, even journalistic, advice have made for an odd amalgam. And the company’s Silicon Valley style extends only so far. Most employees don’t receive equity in the company, and lunch isn’t free, just subsidized.
The company does offer a maxim-happy workplace, though, with inspirational slogans printed on the walls of its atrium in cheery fonts. The one I heard executives refer to most was “Everything Is Written in Pencil,” a motto that makes sense for a company that has changed almost entirely from its marketing origins to become a leading purveyor of service journalism. And its executives seem to have absorbed the idea that they are selling trust, even if they don’t put it in the language of journalism professors.
“Brand and trust are at the core of everything that we do,” said Courtney Jeffus, the president of the company’s financial services division, which includes Bankrate. “If you lose brand trust, then you don’t have a business.”
Internet infrastructure operators like Didi must now prove their political and legal legitimacy to the government, Ma Changbo, an online media start-up founder, wrote on his WeChat social media account.
“This is the second half of the U.S.-China decoupling,” he wrote. “In the capital market, the model of playing both sides of the fence is coming to an end.”
Didi, Ms. Liu and Mr. Liu didn’t immediately respond to requests for comment.
China’s internet companies have benefited from the best of two worlds since the 1990s. Many received foreign venture funding — Alibaba, the e-commerce giant, was funded by Yahoo and SoftBank, while Tencent, another internet titan, was backed by South Africa’s Naspers. They also copied their business models from Silicon Valley companies.
The Chinese companies gained further advantages when Beijing blocked almost all big American internet companies from its domestic market, giving its home players plenty of room to grow. Many Chinese internet firms later went public in New York, where investors have a bigger appetite for innovative and risky start-ups than in Shanghai or Hong Kong. So far this year, more than 35 Chinese companies have gone public in the United States.
Let Us Help You Protect Your Digital Life
Now the Didi crackdown is changing the calculations for many in China’s tech industry. One entrepreneur who has set her sights on a listing in New York for her enterprise software start-up said it would be harder to go public in Hong Kong with a high valuation because what her company did — software as a service — was a relatively new idea in China.
A venture capitalist in Beijing added that because of China’s data security requirements, it was now unlikely that start-ups in artificial intelligence and software as a service would consider going public in New York. Few people were willing to speak on the record for fear of retaliation by Beijing.
At the same time, the United States has become more hostile to Chinese tech companies and investors. As Washington has ramped up its scrutiny of deals that involve sensitive technologies, it has become almost impossible for Chinese venture firms to invest in Silicon Valley start-ups, several investors said.
SAN FRANCISCO — President Biden and many lawmakers in Washington are worried these days about computer chips and China’s ambitions with the foundational technology.
But a massive machine sold by a Dutch company has emerged as a key lever for policymakers — and illustrates how any country’s hopes of building a completely self-sufficient supply chain in semiconductor technology are unrealistic.
The machine is made by ASML Holding, based in Veldhoven. Its system uses a different kind of light to define ultrasmall circuitry on chips, packing more performance into the small slices of silicon. The tool, which took decades to develop and was introduced for high-volume manufacturing in 2017, costs more than $150 million. Shipping it to customers requires 40 shipping containers, 20 trucks and three Boeing 747s.
The complex machine is widely acknowledged as necessary for making the most advanced chips, an ability with geopolitical implications. The Trump administration successfully lobbied the Dutch government to block shipments of such a machine to China in 2019, and the Biden administration has shown no signs of reversing that stance.
Congress is debating plans to spend more than $50 billion to reduce reliance on foreign chip manufacturers. Many branches of the federal government, particularly the Pentagon, have been worried about the U.S. dependence on Taiwan’s leading chip manufacturer and the island’s proximity to China.
A study this spring by Boston Consulting Group and the Semiconductor Industry Association estimated that creating a self-sufficient chip supply chain would take at least $1 trillion and sharply increase prices for chips and products made with them.
Moore’s Law, named after Gordon Moore, a co-founder of the chip giant Intel.
In 1997, ASML began studying a shift to usingextreme ultraviolet, or EUV, light. Such light has ultrasmall wavelengths that can create much tinier circuitry than is possible with conventional lithography. The company later decided to make machines based on the technology, an effort that has cost $8 billion since the late 1990s.
The development process quickly went global. ASML now assembles the advanced machines using mirrors from Germany and hardware developed in San Diego that generates light by blasting tin droplets with a laser. Key chemicals and components come from Japan.
a final report to Congress and Mr. Biden in March, the National Security Commission on Artificial Intelligence proposed extending export controls to some other advanced ASMLmachines as well. The group, funded by Congress, seeks to limit artificial intelligence advances with military applications.
Mr. Hunt and other policy experts argued that since China was already using those machines, blocking additional sales would hurt ASML without much strategic benefit. So does the company.
“I hope common sense will prevail,” Mr. van den Brink said.
WASHINGTON — When the nation’s antitrust laws were created more than a century ago, they were aimed at taking on industries such as Big Oil.
But technology giants like Amazon, Facebook, Google and Apple, which dominate e-commerce, social networks, online advertising and search, have risen in ways unforeseen by the laws. In recent decades, the courts have also interpreted the rules more narrowly.
On Monday, a pair of rulings dismissing federal and state antitrust lawsuits against Facebook renewed questions about whether the laws were suited to taking on tech power. A federal judge threw out the federal suit because, he said, the Federal Trade Commission had not supported its claims that Facebook holds a dominant market share, and he said the states had waited too long to make their case.
The decisions underlined how cautious and conservative courts could slow an increasingly aggressive push by lawmakers, regulators and the White House to restrain the tech companies, fueling calls for Congress to revamp the rules and provide regulators with more legal tools to take on the tech firms.
David Cicilline, a Democrat of Rhode Island, said the country needed a “massive overhaul of our antitrust laws and significant updates to our competition system” to police the biggest technology companies.
Moments later, Representative Ken Buck, a Colorado Republican, agreed. He called for lawmakers to adapt antitrust laws to fit the business models of Silicon Valley companies.
This week’s rulings have now put the pressure on lawmakers to push through a recently proposed package of legislation that would rewrite key aspects of monopoly laws to make some of the tech giants’ business practices illegal.
“This is going to strengthen the case for legislation,” said Herbert Hovenkamp, an antitrust expert at the University of Pennsylvania Law School. “It seems to be proof that the antitrust laws are not up to the challenge.”
introduced this month and passed the House Judiciary Committee last week. The bills would make it harder for the major tech companies to buy nascent competitors and to give preference to their own services on their platforms, and ban them from using their dominance in one business to gain the upper hand in another.
including Lina Khan, a scholar whom President Biden named this month to run the F.T.C. — have argued that a broader definition of consumer welfare, beyond prices, should be applied. Consumer harm, they have said, can also be evident in reduced product quality, like Facebook users suffering a loss of privacy when their personal data is harvested and used for targeted ads.
In one of his rulings on Monday, Judge James E. Boasberg of U.S. District Court for the District of Columbia said Facebook’s business model had made it especially difficult for the government to meet the standard for going forward with the case.
The government, Judge Boasberg said, had not presented enough evidence that Facebook held monopoly power. Among the difficulties he highlighted was that Facebook did not charge its users for access to its site, meaning its market share could not be assessed through revenue. The government had not found a good alternative measure to make its case, he said.
He also ruled against another part of the F.T.C.’s lawsuit, concerning how Facebook polices the use of data generated by its product, while citing the kind of conservative antitrust doctrine that critics say is out of step with the technology industry’s business practices.
The F.T.C., which brought the federal antitrust suit against Facebook in December, can file a new complaint that addresses the judge’s concerns within 30 days. State attorneys general can appeal Judge Boasberg’s second ruling dismissing a similar case.
fined Facebook $5 billion in 2019 for privacy violations, there were few significant changes to how the company’s products operate. And Facebook continues to grow: More than 3.45 billion people use one or more of its apps — including WhatsApp, Instagram or Messenger — every month.
The decisions were particularly deflating after actions to rein in tech power in Washington had gathered steam. Ms. Khan’s appointment to the F.T.C. this month followed that of Tim Wu, another lawyer who has been critical of the industry, to the National Economic Council. Bruce Reed, the president’s deputy chief of staff, has called for new privacy regulation.
Mr. Biden has yet to name anyone to permanently lead the Justice Department’s antitrust division, which last year filed a lawsuit arguing Google had illegally protected its monopoly over online search.
The White House is also expected to issue an executive order this week targeting corporate consolidation in tech and other areas of the economy. A spokesman for the White House did not respond to requests for comment about the executive order or Judge Boasberg’s rulings.
Activists and lawmakers said this week that Congress should not wait to give regulators more tools, money and legal red lines to use against the tech giants. Mr. Cicilline, along with Representative Jerrold Nadler of New York, the chairman of the House Judiciary Committee, said in a statement that the judge’s decisions on Facebook show “the dire need to modernize our antitrust laws to address anticompetitive mergers and abusive conduct in the digital economy.”
Senator Amy Klobuchar, a Democrat of Minnesota who chairs the Senate Judiciary Committee’s subcommittee on antitrust, echoed their call.
“After decades of binding Supreme Court decisions that have weakened our antitrust policies, we cannot rely on our courts to keep our markets competitive, open and fair,” she said in a statement. “We urgently need to rejuvenate our antitrust laws to meet the challenges of the modern digital economy.”
But the six bills to update monopoly laws have a long way to go. They still need to pass the full House, where they will likely face criticism from moderate Democrats and libertarian Republicans. In the Senate, Republican support is necessary for them to overcome the legislative filibuster.
The bills may also not go as far in altering antitrust laws as some hope. The House Judiciary Committee amended one last week to reinforce the standard around consumer welfare.
Even so, Monday’s rulings have given the proposals a boost. Bill Baer, who led the Justice Department antitrust division during the Obama administration, said it “gives tremendous impetus to those in Congress who believe that the courts are too conservative in addressing monopoly power.”
Facebook and the tech platforms might like the judge’s decisions, he said, “but they might not like what happens in the Congress.”
OAKLAND, Calif. — The seeds of a company’s downfall, it is often said in the business world, are sown when everything is going great.
It is hard to argue that things aren’t going great for Google. Revenue and profits are charting new highs every three months. Google’s parent company, Alphabet, is worth $1.6 trillion. Google has rooted itself deeper and deeper into the lives of everyday Americans.
But a restive class of Google executives worry that the company is showing cracks. They say Google’s work force is increasingly outspoken. Personnel problems are spilling into the public. Decisive leadership and big ideas have given way to risk aversion and incrementalism. And some of those executives are leaving and letting everyone know exactly why.
“I keep getting asked why did I leave now? I think the better question is why did I stay for so long?” Noam Bardin, who joined Google in 2013 when the company acquired mapping service Waze, wrote in a blog post two weeks after leaving the company in February.
Sundar Pichai, the company’s affable, low-key chief executive.
Fifteen current and former Google executives, speaking on the condition of anonymity for fear of angering Google and Mr. Pichai, told The New York Times that Google was suffering from many of the pitfalls of a large, maturing company — a paralyzing bureaucracy, a bias toward inaction and a fixation on public perception.
The executives, some of whom regularly interacted with Mr. Pichai, said Google did not move quickly on key business and personnel moves because he chewed over decisions and delayed action. They said that Google continued to be rocked by workplace culture fights, and that Mr. Pichai’s attempts to lower the temperature had the opposite effect — allowing problems to fester while avoiding tough and sometimes unpopular positions.
A Google spokesman said internal surveys about Mr. Pichai’s leadership were positive. The company declined to make Mr. Pichai, 49, available for comment, but it arranged interviews with nine current and former executives to offer a different perspective on his leadership.
“Would I be happier if he made decisions faster? Yes,” said Caesar Sengupta, a former vice president who worked closely with Mr. Pichai during his 15 years at Google. He left in March. “But am I happy that he gets nearly all of his decisions right? Yes.”
a fixture at congressional hearings. Even his critics say he has so far managed to navigate those hearings without ruffling the feathers of lawmakers or providing more ammunition to his company’s foes.
The Google executives complaining about Mr. Pichai’s leadership acknowledge that, and say he is a thoughtful and caring leader. They say Google is more disciplined and organized these days — a bigger, more professionally run company than the one Mr. Pichai inherited six years ago.
challenge Amazon in online commerce a few years ago. Mr. Pichai rejected the idea because he thought Shopify was too expensive, two people familiar with the discussions said.
to select Halimah DeLaine Prado, a longtime deputy in the company’s legal team.
Ms. Prado was at the top of an initial list of candidates provided to Mr. Pichai, who asked to see more names, several people familiar with the search said. The exhaustive search took so long, they said, that it became a running joke among industry headhunters.
Mr. Pichai’s reluctance to take decisive measures on Google’s volatile work force has been noticeable.
vowing to restore lost trust, while continuing to push Google’s view that Dr. Gebru was not fired. But it fell short of an apology, she said, and came across as public-relations pandering to some employees.
David Baker, a former director of engineering at Google’s trust and safety group who resigned in protest of Dr. Gebru’s dismissal, said Google should admit that it had made a mistake instead of trying to save face.
“Google’s lack of courage with its diversity problem is ultimately what evaporated my passion for the job,” said Mr. Baker, who worked at the company for 16 years. “The more secure Google has become financially, the more risk averse it has become.”
Some critiques of Mr. Pichai can be attributed to the challenge of maintaining Google’s outspoken culture among a work force that is far larger than it once was, said the Google executives whom the company asked to speak to The Times.
“I don’t think anyone else could manage these issues as well as Sundar,” said Luiz Barroso, one of the company’s most senior technical executives.
acquire the activity tracker Fitbit, which closed in January, took about a year as Mr. Pichai wrestled with aspects of the deal, including how to integrate the company, its product plans and how it intended to protect user data, said Sameer Samat, a Google vice president. Mr. Samat, who was pushing for the deal, said Mr. Pichai had identified potential problems that he had not fully considered.
“I could see how those multiple discussions could make somebody feel like we’re slow to make decisions,” Mr. Samat said. “The reality is that these are very large decisions.”
President Biden named Lina Khan, a prominent critic of Big Tech, as the chair of the Federal Trade Commission, according to two people with knowledge of the decision, a move that signals that the agency is likely to crack down further on the industry’s giants.
A public announcement of the decision is expected Tuesday, one of the people said.
Earlier in the day, the Senate voted 69 to 28 to confirm Ms. Khan, 32, to a seat at the agency. The commission investigates antitrust violations, deceptive trade practices and data privacy lapses in Silicon Valley.
Ms. Khan did not immediately respond to a request for comment.
In her new role, Ms. Khan will help regulate the kind of behavior highlighted for years by critics of Amazon, Facebook, Google and Apple. She told a Senate committee in April that she was worried about the way tech companies could use their power to dominate new markets. She first attracted notice as a critic of Amazon. The agency is investigating the retail giant and filed an antitrust lawsuit against Facebook last year.
Her appointment was a victory for progressive activists who want Mr. Biden to take a hard line against big companies. He also gave a White House job to Tim Wu, a law professor who has criticized the power of the tech giants.
But Mr. Biden has yet to fill another key positions tasked with regulating the industry: someone to lead the Department of Justice’s antitrust division.
This is a developing story. Check back for updates.
There were two weeks left in the Trump administration when the Treasury Department handed down a set of rules governing an obscure corner of the tax code.
Overseen by a senior Treasury official whose previous job involved helping the wealthy avoid taxes, the new regulations represented a major victory for private equity firms. They ensured that executives in the $4.5 trillion industry, whose leaders often measure their yearly pay in eight or nine figures, could avoid paying hundreds of millions in taxes.
The rules were approved on Jan. 5, the day before the riot at the U.S. Capitol. Hardly anyone noticed.
The Trump administration’s farewell gift to the buyout industry was part of a pattern that has spanned Republican and Democratic presidencies and Congresses: Private equity has conquered the American tax system.
one recent estimate, the United States loses $75 billion a year from investors in partnerships failing to report their income accurately — at least some of which would probably be recovered if the I.R.S. conducted more audits. That’s enough to roughly double annual federal spending on education.
It is also a dramatic understatement of the true cost. It doesn’t include the ever-changing array of maneuvers — often skating the edge of the law — that private equity firms have devised to help their managers avoid income taxes on the roughly $120 billion the industry pays its executives each year.
Private equity’s ability to vanquish the I.R.S., Treasury and Congress goes a long way toward explaining the deep inequities in the U.S. tax system. When it comes to bankrolling the federal government, the richest of America’s rich — many of them hailing from the private equity industry — play by an entirely different set of rules than everyone else.
The result is that men like Blackstone Group’s chief executive, Stephen A. Schwarzman, who earned more than $610 million last year, can pay federal taxes at rates similar to the average American.
Lawmakers have periodically tried to force private equity to pay more, and the Biden administration has proposed a series of reforms, including enlarging the I.R.S.’s enforcement budget and closing loopholes. The push for reform gained new momentum after ProPublica’s recent revelation that some of America’s richest men paid little or no federal taxes.
nearly $600 million in campaign contributions over the last decade, has repeatedly derailed past efforts to increase its tax burden.
Taylor Swift’s back music catalog.
The industry makes money in two main ways. Firms typically charge their investors a management fee of 2 percent of their assets. And they keep 20 percent of future profits that their investments generate.
That slice of future profits is known as “carried interest.” The term dates at least to the Renaissance. Italian ship captains were compensated in part with an interest in whatever profits were realized on the cargo they carried.
The I.R.S. has long allowed the industry to treat the money it makes from carried interests as capital gains, rather than as ordinary income.
article highlighting the inequity of the tax treatment. It prompted lawmakers from both parties to try to close the so-called carried interest loophole. The on-again, off-again campaign has continued ever since.
Whenever legislation gathers momentum, the private equity industry — joined by real estate, venture capital and other sectors that rely on partnerships — has pumped up campaign contributions and dispatched top executives to Capitol Hill. One bill after another has died, generally without a vote.
An Unexpected Email
One day in 2011, Gregg Polsky, then a professor of tax law at the University of North Carolina, received an out-of-the-blue email. It was from a lawyer for a former private equity executive. The executive had filed a whistle-blower claim with the I.R.S. alleging that their old firm was using illegal tactics to avoid taxes.
The whistle-blower wanted Mr. Polsky’s advice.
Mr. Polsky had previously served as the I.R.S.’s “professor in residence,” and in that role he had developed an expertise in how private equity firms’ vast profits were taxed. Back in academia, he had published a research paper detailing a little-known but pervasive industry tax-dodging technique.
$89 billion in private equity assets — as being “abusive” and a “thinly disguised way of paying the management company its quarterly paycheck.”
Apollo said in a statement that the company stopped using fee waivers in 2012 and is “not aware of any I.R.S. inquiries involving the firm’s use of fee waivers.”
floated the idea of cracking down on carried interest.
Private equity firms mobilized. Blackstone’s lobbying spending increased by nearly a third that year, to $8.5 million. (Matt Anderson, a Blackstone spokesman, said the company’s senior executives “are among the largest individual taxpayers in the country.” He wouldn’t disclose Mr. Schwarzman’s tax rate but said the firm never used fee waivers.)
Lawmakers got cold feet. The initiative fizzled.
In 2015, the Obama administration took a more modest approach. The Treasury Department issued regulations that barred certain types of especially aggressive fee waivers.
But by spelling that out, the new rules codified the legitimacy of fee waivers in general, which until that point many experts had viewed as abusive on their face.
So did his predecessor in the Obama administration, Timothy F. Geithner.
Inside the I.R.S. — which lost about one-third of its agents and officers from 2008 to 2018 — many viewed private equity’s webs of interlocking partnerships as designed to befuddle auditors and dodge taxes.
One I.R.S. agent complained that “income is pushed down so many tiers, you are never able to find out where the real problems or duplication of deductions exist,” according to a U.S. Government Accountability Office investigation of partnerships in 2014. Another agent said the purpose of large partnerships seemed to be making “it difficult to identify income sources and tax shelters.”
The Times reviewed 10 years of annual reports filed by the five largest publicly traded private equity firms. They contained no trace of the firms ever having to pay the I.R.S. extra money, and they referred to only minor audits that they said were unlikely to affect their finances.
Current and former I.R.S. officials said in interviews that such audits generally involved issues like firms’ accounting for travel costs, rather than major reckonings over their taxable profits. The officials said they were unaware of any recent significant audits of private equity firms.
No Money Owed
For a while, it looked as if there would be an exception to this general rule: the I.R.S.’s reviews of the fee waivers spurred by the whistle-blower claims. But it soon became clear that the effort lacked teeth.
Kat Gregor, a tax lawyer at the law firm Ropes & Gray, said the I.R.S. had challenged fee waivers used by four of her clients, whom she wouldn’t identify. The auditors struck her as untrained in the thicket of tax laws governing partnerships.
“It’s the equivalent of picking someone who was used to conducting an interview in English and tell them to go do it in Spanish,” Ms. Gregor said.
The audits of her clients wrapped up in late 2019. None owed any money.
The Mnuchin Compromise
As a presidential candidate, Mr. Trump vowed to “eliminate the carried interest deduction, well-known deduction, and other special-interest loopholes that have been so good for Wall Street investors, and for people like me, but unfair to American workers.”
wanted to close the loophole, congressional Republicans resisted. Instead, they embraced a much milder measure: requiring private equity officials to hold their investments for at least three years before reaping preferential tax treatment on their carried interests. Steven Mnuchin, the Treasury secretary, who had previously run an investment partnership, signed off.
McKinsey, typically holds investments for more than five years. The measure, part of a $1.5 trillion package of tax cuts, was projected to generate $1 billion in revenue over a decade.
credited Mr. Mnuchin, hailing him as “an all-star.”
Mr. Fleischer, who a decade earlier had raised alarms about carried interest, said the measure “was structured by industry to appear to do something while affecting as few as possible.”
Months later, Mr. Callas joined the law and lobbying firm Steptoe & Johnson. The private equity giant Carlyle is one of his biggest clients.
‘The Government Caved’
It took the Treasury Department more than two years to propose rules spelling out the fine print of the 2017 law. The Treasury’s suggested language was strict. One proposal would have empowered I.R.S. auditors to more closely examine internal transactions that private equity firms might use to get around the law’s three-year holding period.
The industry, so happy with the tepid 2017 law, was up in arms over the tough rules the Treasury’s staff was now proposing. In a letter in October 2020, the American Investment Council, led by Drew Maloney, a former aide to Mr. Mnuchin, noted how private equity had invested in hundreds of companies during the coronavirus pandemic and said the Treasury’s overzealous approach would harm the industry.
The rules were the responsibility of Treasury’s top tax official, David Kautter. He previously was the national tax director at EY, formerly Ernst & Young, when the firm was marketing illegal tax shelters that led to a federal criminal investigation and a $123 million settlement. (Mr. Kautter has denied being involved with selling the shelters but has expressed regret about not speaking up about them.)
On his watch at Treasury, the rules under development began getting softer, including when it came to the three-year holding period.
Monte Jackel, a former I.R.S. attorney who worked on the original version of the proposed regulations.
Mr. Mnuchin, back in the private sector, is starting an investment fund that could benefit from his department’s weaker rules.
A Charmed March
Even during the pandemic, the charmed march of private equity continued.
The top five publicly traded firms reported net profits last year of $8.6 billion. They paid their executives $8.3 billion. In addition to Mr. Schwarzman’s $610 million, the co-founders of KKR each made about $90 million, and Apollo’s Leon Black received $211 million, according to Equilar, an executive compensation consulting firm.
now advising clients on techniques to circumvent the three-year holding period.
The most popular is known as a “carry waiver.” It enables private equity managers to hold their carried interests for less than three years without paying higher tax rates. The technique is complicated, but it involves temporarily moving money into other investment vehicles. That provides the industry with greater flexibility to buy and sell things whenever it wants, without triggering a higher tax rate.
Private equity firms don’t broadcast this. But there are clues. In a recent presentation to a Pennsylvania retirement system by Hellman & Friedman, the California private equity giant included a string of disclaimers in small font. The last one flagged the firm’s use of carry waivers.
The Biden administration is negotiating its tax overhaul agenda with Republicans, who have aired advertisements attacking the proposal to increase the I.R.S.’s budget. The White House is already backing down from some of its most ambitious proposals.
Even if the agency’s budget were significantly expanded, veterans of the I.R.S. doubt it would make much difference when it comes to scrutinizing complex partnerships.
“If the I.R.S. started staffing up now, it would take them at least a decade to catch up,” Mr. Jackel said. “They don’t have enough I.R.S. agents with enough knowledge to know what they are looking at. They areso grossly overmatched it’s not funny.”