Many years after an historic series of legal battles began concerning the use of Supplemental Security Income by the foster care industry was waged in the courts, a modest step toward the attainment of a longstanding promise to foster children and their families has been taken by the Social Security Administration.
The Juvenile Law Center, Community Legal Services, and Homeless Advocacy Project have jointly created a toolkit for advocates that explains the new policy changes in plain English, providing them with valuable information – including forms – so that they may be better equipped to aid youth transitioning from foster care into adulthood.
As the toolkit explains it, this new policy allows foster youth of any age to apply for SSI up to 6 months (180 days) before they leave care. Beginning August 1, 2016, foster youth can submit an application and get a disability determination 6 months before their expected discharge date, even if they do not yet meet the income eligibility requirements due to their foster care payments.
Youth transitioning out of foster care are a particularly vulnerable population. Studies have confirmed what advocates in the field know from experience – that youth who age out of foster care are more likely to experience negative outcomes, including homelessness, unemployment, incarceration, and lack of access to health care. Many of these young people have disabilities that could qualify them for SSI, and that cash assistance can be a vital source of stability as they transition out of the foster care system. Yet too often, youth leave foster care without SSI benefits in place, and with no other source of income or support, placing them at a high risk of becoming homeless while they wait for their SSI applications to be processed and approved.
“Providing stability for these vulnerable youth as they leave care requires thoughtful planning and coordination among many different agencies and actors,” said Community Legal Services attorney and Independence Foundation Fellow Claire Grandison.
“We know that foster youth with disabilities face a tremendous uphill battle as they prepare for adulthood and independence,” said Karen Lindell, an attorney at Juvenile Law Center.
Advocates should avail themselves of this opportunity to help wards of the state approaching emancipation to increase their chances of a successful reunification with their families, as well as to provide them with something of a safety net against the well-documented perils they are certain to face on the streets devoid of families and other social supports.
DSHS admits it would probably not even apply to be a representative payee if it could not rely on the child’s SSI benefits to reimburse the cost of care. By the same token, DSHS admittedly cannot actively seek reimbursement from benefits paid to private representative payees because Congress specifically protects Social Security benefits from transfer, assignment, execution, levy, attachment, garnishment, or other legal process under 42 U.S.C. § 407(a). Thus, DSHS receives reimbursement for foster care only if it serves as a representative payee, and it only serves as representative payee so it can confiscate the child’s money.
Even as the case wound its way to the U.S. Supreme Court, the debate began in scholarly circles, with two early articles in particular standing out in the their harsh condemnation of the practice.6 An article by Tobias J. Kammer in Washington Law Review noted that the Supreme Court of Washington recognized that unless the state forced DSHS to apply for Social Security benefits, claiming the practice to be serving the best interests of foster children, many children would be left entirely without benefits.
The disenfranchised children of whom the Washington Supreme Court wrote in its first ruling had now become officially and irrevocably disenfranchised by virtue of the ruling of the highest Court in the land. And, their disenfranchisement was now officially sanctioned nationwide.
This is one of many areas open for exploration by advocates in light of the new regulations.
In 2002, the American Bar Association crafted a Resolution urging the Presidential Administration to support – and for Congress to enact – legislation that would serve to strengthen the safeguards and protections of individuals receiving benefits under programs administered by the Social Security Administration.
Authority for SSA to impose a civil monetary penalty against organizations which misuse, convert, or misappropriate payments for Beneficiaries received while acting in a representative payee capacity.
Several other specific reform proposals were put forth in the Resolution, and advocates may do well to consider it as something of a model from which to craft a similar contemporary position statement that they may collectively agree upon and ratify as signatories.
1. Susan Wilschke, “Helping Young People with Disabilities Successfully Transition to Adulthood,” Social Security Matters, September 8 2016.
2. “New Social Security Policy Benefits Youth Leaving Foster Care,” Community Legal Services of Philadelphia. This point bears some emphasis, as families impacted by the system almost-invariable find themselves drained of their meager financial assets. They may – quite literally – find themselves forced to “reimburse” the state for the service of having destroyed their family.
3 See in Re Shawna Maye Galehouse, 326712 (Mich. Ct. App. 2016) (parents charged $126,494.22 by County	for costs of daughter’s care, regardless of culpability and regardless of duplicitous federal reimbursements); In re Interest of Gabriela H., 280 Neb. 284, 785 N.W.2d 843 (2010) (“It is clear from the record that DHHS declined to accept the relinquishment of parental rights because one of the parents was paying a ‘pretty substantial amount’ of child support which partially offset DHHS’ cost with respect to [the child’s] care”); In Re Betty P., E2010-00318-COA-R3-PT (Tenn. Ct. App. 2010) (termination of parental rights upheld where mother fell $400 behind on support obligation); Dorothy E Roberts, Northwestern University (Evanston, and Institute for Policy Research, Is There Justice in Children’s Rights?: The Critique of Federal Family Preservation Policy (Evanston, IL: Institute for Policy Research, Northwestern University, 1999) (“The loss of benefits may cause parents to be evicted from their homes, run out of food, and lose other resources needed for reunification with their children.”); Harriet Shaklee, Jeri Bigbee, and Misty Wall, “Grand Families Count In Idaho,” Idaho Kids Count Policy Brief, 2008 (“Relative caregivers may find themselves seeking social services for the first time to manage the expenses of the additional children in their home, and many will need a lawyer to establish their rights and authority as caregivers. Some will deplete life savings and retirement accounts to meet these many expenses associated with kincare”); Daniel L. Hatcher and Hannah Lieberman, “Breaking the Cycle of Defeat for ‘Deadbroke’ Noncustodial Parents Through Advocacy on Child Support Issues,” Clearinghouse Review 37 (2003): 5–22 (“Unrealistic order amounts, inappropriate imputation of income, lack of access to agency files, agency failure to modify orders, inappropriate driver’s license suspensions and credit reporting, contempt proceedings against obligors who do not have the ability to pay child support, and errors in paternity establishment can significantly harm fathers, mothers, and children.”); Daniel L. Hatcher, “Collateral Children: Consequence and Illegality at the Intersection of Foster Care and Child Support,” Brooklyn Law Review. 74, no. 4 (2009): 1333–80 (“Saddled with the additional child support obligation, the parents’	struggles toward economic stability and family reunification are often derailed. Case plans required by federal law to aid reunification are illegally converted into debt-collection tools. If the parents fall behind, the government-owed debt can become a consideration, sometimes the sole factor, for the permanent seizure of their children through the process of terminating parental rights”); Families in Crisis,” Report 2, 1991-92 San Diego County Grand Jury, February 6, 1992 (“Judges and referees were observed, seemingly without thought, ordering parents into programs which require more than 40 hours per week. Frequently, these parents have only public transportation. Obviously, there is no time to earn a living or otherwise live a life”). But see also Child Welfare Services: Protection of Children, 2008-2009 San Diego Grand Jury, June 2009 (noting that “This practice continues nothwithstanding In re Ivan C., 2005 WL 1317045 (Cal. App. 2 Dist., 2005), in which the Court of Appeals ruled that: ‘The Department’s obligation to tailor services to an individual family’s needs includes making reasonable efforts to assist in areas where compliance is difficult. This includes helping to meet the scheduling needs of a working parent.’”); Leslie J. Harris et al., “Reasonable Efforts to Reunify in Dependency Cases” (Oregon Child Advocacy Project, 2009) (examining Oregon dependency system, noting that inherent in the general planning and reasonable efforts requirements is “the obligation of DHS to offer a parent a package of services that fit together and fit with the parent’s work schedule”).
4. Guardianship Estate of Keffeler v. Dep’t of Soc. & Health Servs., 145 Wash.2d 1, 4, 32 P.3d 267 (2001).
6. Jim Moye, “Get Your Hands Out of Their Pockets: The Case Against State Seizure of Foster Children’s Social Security Benefits,”	Georgetown Journal on Poverty Law & Policy 10 (2003): 67; Tobias J. Kammer, “Keffeler v. Department of Social and Health Services: How the Supreme Court of Washington Mistook Caring for Children as Robbing Them Blind,” Washington	Law Review. 77 (2002): 877. Both of these influential articles predated the U.S. Supreme Court’s ruling on the Keffeler case.
7. Kammer, p. 877, fn 3.
8. Washington State Dept. of Social and Health Servs. v. Guardianship Estate of Keffeler, 537 U.S. 371, 123 S. Ct. 1017, 154 L. Ed. 2D 972 (2003).
9. Angie Schwartz and Diana Glick, “Use of Supplemental Security Income to Maximize Assets and Income for Foster Youths with Disabilities, The,” Clearinghouse Review 41 (2008): 602. In support of their claims of malfeasance, Schwartz and Glick cited two government-issued reports in particular: Office of the Inspector General, “Financial-Related Audit of the Baltimore City Department of Social Services-An Organizational Representative Payee for the Social Security Administration,” Audit (Social Security Administration, September 2001) (Baltimore Department “did not record, or incorrectly recorded, benefit receipts and/or disbursements” in 82 percent of sampled cases. These and other problems were identified as pervasive, and the OIG recommended that the agency must install controls to ensure that it could “significantly improve its financial management and oversight of Social Security benefits”); Office of the Inspector General, “San Francisco Department of Human Services – An Organizational Representative Payee for the Social Security Administration,” Audit (Social Security Administration, November 2003) (finding duplicated payments with regard to the SSI and Title IV-E programs; a lack of meaningful financial controls; that the Department had mis-allocated funds; and that certain child beneficiaries had been underpaid or not paid at all).
10. Emily W. McGill, “Penny Wise, Pound Foolish: Child Welfare Agencies as Social Security Representative Payees for Foster Children,” Case Western Reserve Law Review	58 (2007): 961.
11. Ibid at 964. The by-now-infamous case to which McGill refers is, of course, Wash. State Dep’t of Soc. & Health Servs. v. Guardianship Estate of Keffeler, 537 U.S. 371, 381, 123 S. Ct. 1017, 154 L. Ed. 2D 972 (2003).
12. Guardianship Estate of Keffeler ex rel. Pierce v. State, 151 Wash.2d 331, 88 P.3d 949 (2004).
13. Washington State Coalition for the Homeless v. Department of Social & Health Servs., 133 Wash.2d 894, 949 P.2d 1291 (1997).
14. 949 P.2d at 1297-1298.
A social worker employed by DSHS testified by affidavit that the parents’ procurement of safe and stable housing is a precondition to the return of the children in 90 percent of her caseload. The caseworker testified that DSHS caseworkers are not able to offer any housing assistance to families, even when it would prevent a foster care placement or allow a family to be reunited. Another caseworker testified that he frequently includes the need for adequate housing in the court orders of parents whose children are in foster care and that, in his opinion, if adequate housing were available to caseworkers for use in these cases, reunification would happen earlier and more frequently than it currently happens. Another DSHS caseworker testified that caseworkers are not able to address problems of at-risk families and prevent foster care because, without housing, services or treatment are either inaccessible to the family or ineffective. When the family is homeless, the caseworker is often left with the choice of doing nothing or taking the child into foster care. Former King County Superior Court Judge Terrence A. Carroll testified by affidavit that a family’s homelessness or other lack of adequate housing is a significant factor contributing to the need for foster care placement in a substantial number of cases in Washington State and that homelessness prevented or significantly delayed the child’s return to the family in a substantial number of cases. Former Judge Carroll also testified that DSHS has not equipped its caseworkers to provide effective housing resources and that caseworkers routinely opposed proposals that the court order such services by asserting that the caseworker lacked the resources.
16. Social Security Advisory Board, “Social Security Advisory Board Statement on the Supplemental Security Income Program,” concluding statement, 2014 Annual Report of the SSI Program (Social Security Administration, August 22, 2014). The Florida audit cited therein was: Office of the Inspector General, “Florida’s Title IV-E Waiver May Impact Supplemental Security Income Benefits” (Social Security Administration, May 2009) (“We believe Florida’s accounting system does not provide enough detail to confirm State funds, rather than Title IV-E funds, are being used for foster care maintenance payments for those children also receiving SSI payments. As such, the State could be receiving Federal funds from two sources for the same purpose”).
17. Office of the City Auditor, “Department of Social Services CSA and Foster Care Audit” (City of Richmond, VA.	May 2011). p. 20. A close reading of this and related financial audits in light of the findings made in the Florida audit may suggest that the Title IV-E waivers may not in and of themselves be responsible for the duplicate billings; rather it appears likely that the waivers provide states with greater opportunities to better obfuscate their billing practices and procedures, thus rendering it impractical or exceedingly difficult for outside auditors to conclusively identify the actual source (as well as the underlying intent) of the financial discrepancies.
These are but	the tip of the proverbial iceberg. By the mid-1990s, similar federal revenue maximization practices had become pervasive throughout the foster care system. See for example Inspector General, “Accounting for Social Security Benefits by the County of Los Angeles, California,” Audit (Social Security Administration, April 1998) (County routinely reimbursed itself retroactively for foster care costs without seeking prior authorization, failed to create dedicated accounts for large lump-sum awards, and misappropriated the interest earned on children’s SSI accounts to the tune of $72,000 in 1997); Inspector General, “Review of the County of Los Angeles’ Peformance as Representative Payee for Title II and Title XVI Children in Foster Care,” Audit (Social Security Administration, July 1997) (“DCFS voluntarily returned over $1 million to SSA representing children’s conserved funds in excess of the $2,000 title XVI resource limit and benefits received for children who were not in the County’s care”); Inspector General, “Accounting for Social Security Benefits by Contra Costa County, California,” Audit (Social Security Administration, November 1998) (similar financial improprieties).
Such fiscal improprieties were not limited to SSA-administered programs, and were found to be not only statewide in scope, see e.g. Inspector General, “Foster	Care Training Administrative Costs Claimed for Federal Reimbursement by the California Department of Social Services,” Audit (U.S. Department of Health and Human Services, September 1997) ($8.4 million inappropriately claimed resulting in an overclaim of Federal funds totaling $2.1 million; $2.8 million federal funds claims inadequately supported; two duplicate claims totaling $6.8 million in costs claimed); Inspector General, “Audit of Title IV-E Foster Care Eligibility in California for the Period October 1, 1988 through September 30, 1991,” Audit (U.S. Department of Health and Human Services, March 1994) (review of a statistical sample of 805 cases statewide resulted in the identification of 313 cases for which eligibility for federal financial participation “was not supported for all or part of the payments made on behalf of children”) but rather were nationwidein their scope. See Inspector General, “Summary Report on Nationwide Audit of Training Contract and Administrative Costs Charged to Department of Health and Human Services Supported Programs,” Audit (U.S. Department of Health and Human Services, April 1997) (“we found improper practices for identifying and charging training and administrative costs existed to some extent in all seven States reviewed. As a result, we have recommended financial adjustments totaling $58,222,453”). While numerous newer audits reveal strikingly similar results, I focus herein on a representative sample drawn from the 1990s to illustrate that this is part of a continuum that remains an unchanging constant in the foster care industry.
18Inspector General, “Benefit Payments Managed by Representative Payees of Children in Foster Care,” Evaluation Report (Social Security Administration, June 2010). p. 3.
21. Nathanael J Okpych, “Receipt of Independent Living Services among Older Youth in Foster Care: An Analysis of National Data from the U.S.,” Children and Youth Services Review 51 (2015): 74–86.
22. ABA House of Delegates, “Legal Problems of the Elderly,” Resolution (American Bar Association, February 2002).
23. Social Security Advisory Board, “Social Security Advisory Board Statement on the Supplemental Security Income Program.” See note 16.
24. Program Operations Manual System (POMS), GN 00502.110 Taking Applications in the eRPS. Section C. 3. Social Security Administration. Effective dates 11/02/2016 – Present. Program Operations Manual System (POMS), SI 00830.410 Foster Care Payments, details the new policy concerning foster children.


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1. The general standard of materiality best comporting with Rule 14a-9's policies is not the standard applied by the Court of Appeals but is as follows: An omitted fact is material if there is a substantial likelihood that a reasonable shareholder would consider it important in deciding how to vote. This standard is fully consistent with the general description of materiality as a requirement that "the defect have a significant propensity to affect the voting process." Mills v. Electric Auto-Lite Co., 396 U.S. 375, 384 . It does not require proof of a substantial likelihood that disclosure of the omitted fact would have caused the reasonable investor to change his vote, but contemplates a showing of a substantial likelihood that, under all the circumstances, the omitted fact would have assumed actual significance in the reasonable shareholder's deliberations. Pp. 444-449.
2. The issue of materiality is a mixed question of law and fact, involving as it does the application of a legal standard to a particular set of facts, and only if the established omissions are "so obviously important to an investor that reasonable minds cannot differ on the question of materiality" is the ultimate issue of materiality appropriately resolved "as a matter of law" by summary judgment. P. 450.
3. Under the standard set forth in § 1, supra, none of the omissions claimed to have been in violation of Rule 14a-9 in this case were, so far as the record reveals, materially misleading as a matter of law, and hence respondent was not entitled to summary judgment. Pp. 450-463.
Joseph N. Morency, Jr., argued the cause for petitioners. With him on the briefs were James T. Otis, [426 U.S. 438, 440] Wesley S. Walton, Milton V. Freeman, and Werner J. Kronstein.
[ Footnote * ] Solicitor General Bork and David Ferber filed a brief for the Securities and Exchange Commission as amicus curiae urging affirmance.
The dispute in this case centers on the acquisition of petitioner TSC Industries, Inc., by petitioner National Industries, Inc. In February 1969 National acquired 34% of TSC's voting securities by purchase from Charles E. Schmidt and his family. Schmidt, who had been TSC's founder and principal shareholder, promptly resigned along with his son from TSC's board of directors. Thereafter, five National nominees were placed on TSC's board; and Stanley R. Yarmuth, National's president and chief executive officer, became chairman of the TSC board, and Charles F. Simonelli, National's executive vice president, became chairman of the TSC executive committee. On October 16, 1969, the TSC board, with [426 U.S. 438, 441] the attending National nominees abstaining, approved a proposal to liquidate and sell all of TSC's assets to National. The proposal in substance provided for the exchange of TSC common and Series 1 preferred stock for National Series B preferred stock and warrants. 1 On November 12, 1969, TSC and National issued a joint proxy statement to their shareholders, recommending approval of the proposal. The proxy solicitation was successful, TSC was placed in liquidation and dissolution, and the exchange of shares was effected.
Northway filed its complaint in the United States District Court for the Northern District of Illinois on December 4, 1969, the day before the shareholder meeting on the proposed transaction, but while it requested injunctive relief it never so moved. In 1972 Northway amended its complaint to seek money damages, restitution, and other equitable relief. Shortly thereafter, Northway moved for summary judgment on the issue of TSC's and National's liability. The District Court denied the motion, but granted leave to appeal pursuant to 28 U.S.C. 1292 (b). The Court of Appeals for the Seventh Circuit agreed with the District Court that there existed a genuine issue of fact as to whether National's acquisition of the Schmidt interests in TSC had resulted in a change of control, and that summary judgment was therefore inappropriate on the Rule 14a-3 claim. But the Court of Appeals reversed the District Court's denial of summary judgment to Northway on its Rule 14a-9 claims, holding that certain omissions of fact were material as a matter of law. 512 F.2d 324 (1975).
We granted certiorari because the standard applied by the Court of Appeals in resolving the question of materiality appeared to conflict with the standard applied by other Courts of Appeals. 423 U.S. 820 (1975). [426 U.S. 438, 444] We now hold that the Court of Appeals erred in ordering that partial summary judgment be granted to Northway.
The Court of Appeals in this case concluded that material facts include "all facts which a reasonable shareholder might consider important." 512 F.2d, at 330 (emphasis added). This formulation of the test of materiality has been explicitly rejected by at least two courts as setting too low a threshold for the imposition of liability under Rule 14a-9. Gerstle v. Gamble-Skogmo, Inc., 478 F.2d 1281, 1301-1302 (CA2 1973); Smallwood v. Pearl Brewing Co., 489 F.2d 579, 603-604 (CA5 1974). In these cases, panels of the Second and Fifth Circuits opted for the conventional tort test of materiality - whether a reasonable man would attach importance to the fact misrepresented or omitted in determining his course of action. See Restatement (Second) of Torts 538 (2) (a) (Tent. Draft No. 10, Apr. 20, 1964). See also American Law Institute, Federal Securities Code 256 (a) (Tent. Draft No. 2, 1973). 8 Gerstle [426 U.S. 438, 446] v. Gamble-Skogmo, supra, at 1302, also approved the following standard, which had been formulated with reference to statements issued in a contested election: "whether, taking a properly realistic view, there is a substantial likelihood that the misstatement or omission may have led a stockholder to grant a proxy to the solicitor or to withhold one from the other side, whereas in the absence of this he would have taken a contrary course." General Time Corp. v. Talley Industries, Inc., 403 F.2d 159, 162 (CA2 1968), cert. denied, 393 U.S. 1026 (1969).
In formulating a standard of materiality under Rule 14a-9, we are guided, of course, by the recognition in Borak and Mills of the Rule's broad remedial purpose. That purpose is not merely to ensure by judicial means that the transaction, when judged by its real terms, is fair and otherwise adequate, but to ensure disclosures by corporate management in order to enable the shareholders to make an informed choice. See Mills, 396 U.S., at 381 . As an abstract proposition, the most desirable role for a court in a suit of this sort, coming after the consummation of the proposed transaction, would perhaps be to determine whether in fact the proposal would have been favored by the shareholders and consummated in the absence of any misstatement or omission. But as we recognized in Mills, supra, at 382 n. 5, such matters are not subject to determination with certainty. Doubts as to the critical nature of information misstated or omitted will be commonplace. And particularly in view of the prophylactic purpose of the Rule and the fact that the content of the proxy statement is within management's control, it is appropriate that these doubts be resolved in favor of those the statute is designed to protect. Mills, supra, at 385.
We are aware, however, that the disclosure policy embodied in the proxy regulations is not without limit. See id., at 384. Some information is of such dubious significance that insistence on its disclosure may accomplish more harm than good. The potential liability for a Rule 14a-9 violation can be great indeed, and if the standard of materiality is unnecessarily low, not only may the corporation and its management be subjected to liability for insignificant omissions or misstatements, but also management's fear of exposing itself to substantial liability may cause it simply to bury the shareholders in an avalanche of trivial information - a result that is [426 U.S. 438, 449] hardly conducive to informed decisionmaking. Precisely these dangers are presented, we think, by the definition of a material fact adopted by the Court of Appeals in this case - a fact which a reasonable shareholder might consider important. We agree with Judge Friendly, speaking for the Court of Appeals in Gerstle, that the "might" formulation is "too suggestive of mere possibility, however unlikely." 478 F.2d, at 1302.
The issue of materiality may be characterized as a mixed question of law and fact, involving as it does the application of a legal standard to a particular set of facts. In considering whether summary judgment on the issue is appropriate, 11 we must bear in mind that the underlying objective facts, which will often be free from dispute, are merely the starting point for the ultimate determination of materiality. The determination requires delicate assessments of the inferences a "reasonable shareholder" would draw from a given set of facts and the significance of those inferences to him, and these assessments are peculiarly ones for the trier of fact. 12 Only if the established omissions are "so obviously important to an investor, that reasonable minds cannot differ on the question of materiality" is the ultimate issue of materiality appropriately resolved "as a matter of law" by summary judgment. Johns Hopkins University v. Hutton, 422 F.2d 1124, 1129 (CA4 1970). See Smallwood v. Pearl Brewing Co., 489 F.2d, at 604; Rogen v. Ilikon Corp., 361 F.2d 260, 265-267 (CA1 1966).
The omissions found by the Court of Appeals to have been materially misleading as a matter of law involved two general issues - the degree of National's control over TSC at the time of the proxy solicitation, and the favorability [426 U.S. 438, 451] of the terms of the proposed transaction to TSC shareholders.
The Court of Appeals concluded that two omitted facts relating to National's potential influence, or control, over the management of TSC were material as a matter of law. First, the proxy statement failed to state that at the time the statement was issued, the chairman of the TSC board of directors was Stanley Yarmuth, National's president and chief executive officer, and the chairman of the TSC executive committee was Charles Simonelli, National's executive vice president. Second, the statement did not disclose that in filing reports required by the SEC, both TSC and National had indicated that National "may be deemed to be a `parent' of TSC as that term is defined in the Rules and Regulations under the Securities Act of 1933." App. 490, 512, 517. 13 The [426 U.S. 438, 452] Court of Appeals noted that TSC shareholders were relying on the TSC board of directors to negotiate on their behalf for the best possible rate of exchange with National. It then concluded that the omitted facts were material because they were "persuasive indicators that the TSC board was in fact under the control of National, and that National thus `sat on both sides of the table' in setting the terms of the exchange." 512 F.2d, at 333.
The proxy statement prominently displayed the facts that National owned 34% of the outstanding shares in TSC, and that no other person owned more than 10%. App. 262-263, 267. It also prominently revealed that 5 out of 10 TSC directors were National nominees, and it recited the positions of those National nominees with National - indicating, among other things, that Stanley Yarmuth was president and a director of National, and that Charles Simonelli was executive vice president and a director of National. Id., at 267. These disclosures clearly revealed the nature of National's relationship with TSC and alerted the reasonable shareholder to the fact that National exercised a degree of influence over TSC. In view of these disclosures, we certainly cannot [426 U.S. 438, 453] say that the additional facts that Yarmuth was chairman of the TSC board of directors and Simonelli chairman of its executive committee were, on this record, so obviously important that reasonable minds could not differ on their materiality.
The proxy statement revealed that the investment banking firm of Hornblower & Weeks-Hemphill, Noyes had rendered a favorable opinion on the fairness to TSC shareholders of the terms for the exchange of TSC shares for National securities. In that opinion, the proxy statement explained, the firm had considered, "among other [426 U.S. 438, 455] things, the current market prices of the securities of both corporations, the high redemption price of the National Series B preferred stock, the dividend and debt service requirements of both corporations, the substantial premium over current market values represented by the securities being offered to TSC stockholders, and the increased dividend income." App. 267.
The closing price of the National warrants on November 7, 1969, was, as indicated in the proxy statement, $5.25. The TSC shareholders were misled, the Court of Appeals concluded, by the proxy statement's failure to disclose that in a communication two weeks after its favorable opinion letter, the Hornblower firm revealed that its determination of the fairness of the offer to TSC was based on the conclusion that the value of the warrants involved in the transaction would not be their current market price, but approximately $3.50. If the warrants were valued at $3.50 rather than $5.25, and the other securities valued at the November 7 closing price, the court figured, the apparent premium would be substantially reduced - from $3.23 (27%) to $1.48 (12%) in the case of the TSC preferred, and from $2.94 (22%) to $0.31 (2%) in the case of TSC common. "In simple terms," the court concluded: "TSC and National had received some good news and some bad news from the Hornblower firm. They chose to publish the good news and omit the bad news." 512 F.2d, at 335.
It would appear, however, that the subsequent communication from the Hornblower firm, which the Court of Appeals felt contained "bad news," contained nothing new at all. At the TSC board of directors meeting held on October 16, 1969, the date of the initial Hornblower opinion letter, Blancke Noyes, a TSC director and a partner in the Hornblower firm, had pointed out the likelihood of a decline in the market price of National warrants with the issuance of the additional warrants involved in the exchange, and reaffirmed his conclusion that the exchange offer was a fair one nevertheless. The subsequent Hornblower letter, signed by Mr. Noyes, purported merely to explain the basis of the calculations underlying the favorable opinion rendered in the October [426 U.S. 438, 457] 16 letter. "In advising TSC as to the fairness of the offer from [National]," Mr. Noyes wrote, "we concluded that the warrants in question had a value of approximately $3.50." 17 On its face, then, the subsequent letter from Hornblower does not appear to have contained anything to alter the favorable opinion rendered in the October 16 letter - including the conclusion that the securities being offered to TSC shareholders represented a "substantial premium over current market values."
The real question, though, is not whether the subsequent Hornblower letter contained anything that altered the Hornblower opinion in any way. It is, rather, [426 U.S. 438, 458] whether the advice given at the October 16 meeting, and reduced to more precise terms in the subsequent Hornblower letter - that there might be a decline in the market price of the National warrants - had to be disclosed in order to clarify the import of the proxy statement's reference to "the substantial premium over current market values represented by the securities being offered to TSC stockholders." We note initially that the proxy statement referred to the substantial premium as but one of several factors considered by Hornblower in rendering its favorable opinion of the terms of exchange. Still, we cannot assume that a TSC shareholder would focus only on the "bottom line" of the opinion to the exclusion of the considerations that produced it.
TSC and National insist that the reference to a substantial premium required no clarification or supplementation, for the reason that there was a substantial premium even if the National warrants are assumed to have been worth $3.50. In reaching the contrary conclusion, the Court of Appeals, they contend, ignored the rise in price of TSC securities between early October 1969, when the exchange ratio was set, and November 7, 1969 - a rise in price that they suggest was a result of the favorable exchange ratio's becoming public knowledge. When the proxy statement was mailed, TSC and National contend, the market price of TSC securities already reflected a portion of the premium to which Hornblower had referred in rendering its favorable opinion of the terms of exchange. Thus, they note that Hornblower assessed the fairness of the proposed transaction by reference to early October market prices of TSC preferred, TSC common, and National preferred. On the basis of those prices and a $3.50 value for the National warrants involved in the exchange, TSC and National contend that the premium was substantial. [426 U.S. 438, 459] Each share of TSC preferred, selling in early October at $11, would bring National preferred stock and warrants worth $13.10 - for a premium of $2.10, or 19%. And each share of TSC common, selling in early October at $11.63, would bring National preferred stock and warrants worth $13.25 - for a premium of $1.62, or 14%. 18 We certainly cannot say as a matter of law that these premiums were not substantial. And if, as we must assume in considering the appropriateness of summary judgment, the increase in price of TSC's securities from early October to November 7 reflected in large part the market's reaction to the terms of the proposed exchange, it was not materially misleading as a matter of law for the proxy statement to refer to the existence of a substantial premium.
There remains the possibility, however, that although TSC and National may be correct in urging the existence of a substantial premium based upon a $3.50 value for the National warrants and the early October market prices of the other securities involved in the transaction, the proxy statement misled the TSC shareholder to calculate a premium substantially in excess of that premium. The premiums apparent from early October [426 U.S. 438, 460] market prices and a $3.50 value for the National warrants - 19% on TSC preferred and 14% on TSC common - are certainly less than those that would be derived through use of the November 7 closing prices listed in the proxy statement - 27% on TSC preferred and 22% on TSC common. But we are unwilling to sustain a grant of summary judgment to Northway on that basis. To do so we would have to conclude as a matter of law, first, that the proxy statement would have misled the TSC shareholder to calculate his premium on the basis of November 7 market prices, and second, that the difference between that premium and that which would be apparent from early October prices and a $3.50 value for the National warrants was material. These are questions we think best left to the trier of fact.
"Stockholders contemplating an offer involving preferred shares convertible to common stock and warrants for the purchase of common stock must be informed of circumstances which tend to indicate that the current selling price of the common stock involved may be affected by apparent market manipulations. It was for the shareholders to determine whether the market price of the common shares was relevant to their evaluation of the convertible preferred shares and warrants, or whether the activities of Madison and National actually amounted to manipulation at all." Ibid.
In short, while the Court of Appeals viewed the purchases as significant only insofar as they suggested manipulation of the price of National securities, and acknowledged the existence of a genuine issue of fact as to whether there was any manipulation, the court nevertheless required disclosure to enable the shareholders to decide whether there was manipulation or not.
In summary, none of the omissions claimed to have been in violation of Rule 14a-9 were, so far as the record reveals, materially misleading as a matter of law, and Northway was not entitled to partial summary judgment. [426 U.S. 438, 464] The judgment of the Court of Appeals is reversed, and the case is remanded for further proceedings consistent with this opinion.
[ Footnote 1 ] Each share of TSC common stock brought .5 share of National Series B preferred stock and 1 1/2 National warrants. Each share of TSC Series 1 preferred stock brought .6 share of National Series B preferred stock and one National warrant. National Series B preferred stock is convertible into .75 share of National common stock. A National warrant entitles the holder to purchase one share of National common stock at a fixed price until October 1978.
[ Footnote 3 ] Northway also alleged in its complaint that National pursued a fraudulent plan to acquire TSC for less than its fair value in violation of 10 (b) of the Securities Exchange Act, 15 U.S.C. 78j (b), [426 U.S. 438, 442] and Rule 10b-5, 17 CFR 240.10b-5 (1975), promulgated thereunder. Northway has not pursued this claim in the proceedings that we are called upon to review. Northway also brought suit against Charles Schmidt and his family, charging them with aiding and abetting the corporate defendants in violation of 10 (b) and Rule 10b-5. The District Court granted summary judgment to the Schmidt defendants, and the Court of Appeals affirmed. That aspect of the original suit is not before us.
"If to the knowledge of the persons on whose behalf the solicitation is made a change in control of the issuer has occurred since the beginning of its last fiscal year, state the name of the person or persons who acquired such control, the basis of such control, the date and a description of the transaction or transactions in which control was acquired and the percentage of voting securities of the issuer now owned by such person or persons." 17 CFR 240.14a-101, Item 5 (e) (1975).
[ Footnote 5 ] Northway also asserted a claim under Rule 14a-9 that the proxy statement was materially misleading in its assertion that the TSC board of directors had approved the proposed transaction. It contended, first, that the proposal was never legally approved under applicable state law; and, second, that the statement should have in any event disclosed that the proposal received only four affirmative votes, and that the National nominees were cautioned against voting by their legal advisers. The Court of Appeals did not reach the first contention, and it found summary judgment inappropriate on the second. Neither contention is before us.
[ Footnote 7 ] Our cases have not considered, and we have no occasion in this case to consider, what showing of culpability is required to establish the liability under 14 (a) of a corporation issuing a materially [426 U.S. 438, 445] misleading proxy statement, or of a person involved in the preparation of a materially misleading proxy statement. See Gerstle v. Gamble-Skogmo, Inc., 478 F.2d 1281, 1298-1301 (CA2 1973); Richland v. Crandall, 262 F. Supp. 538, 553 n. 12 (SDNY 1967); R. Jennings & H. Marsh, Securities Regulation: Cases and Materials 1358-1359 (3d ed. 1972). See also Ernst & Ernst v. Hochfelder, 425 U.S. 185, 209 n. 28 (1976).
[ Footnote 8 ] This standard, or a close approximation, has been widely recited in cases involving various sections of the securities laws. See, e. g., Chris-Craft Industries, Inc. v. Piper Aircraft Corp., 480 F.2d 341, [426 U.S. 438, 446] 363 (CA2 1973) ( 14 (e)); John R. Lewis, Inc. v. Newman, 446 F.2d 800, 804 (CA5 1971) ( 10 (b)); Gilbert v. Nixon, 429 F.2d 348, 355-356 (CA10 1970) ( 10 (b) of the Securities Exchange Act and 12 (2) of the Securities Act of 1933, 15 U.S.C. 78l); Rogen v. Ilikon Corp., 361 F.2d 260, 266 (CA1 1966) ( 10 (b)); SEC v. Texas Gulf Sulphur Co., 401 F.2d 833, 849 (CA2 1968), cert. denied sub nom. Coates v. SEC, 394 U.S. 976 (1969) ( 10 (b)); List v. Fashion Park, Inc., 340 F.2d 457, 462 (CA2), cert. denied sub nom. List v. Lerner, 382 U.S. 811 (1965) ( 10 (b)); Kohler v. Kohler Co., 319 F.2d 634, 642 (CA7 1963) ( 10 (b)). But see Sonesta Int'l Hotels Corp. v. Wellington Associates, 483 F.2d 247, 251 (CA2 1973). In several of these cases, the courts have also defined materiality to encompass those facts "which in reasonable and objective contemplation might affect the value" of the securities involved. Rogen v. Ilikon, supra; SEC v. Texas Gulf Sulphur, supra; List v. Fashion Park, Inc., supra; Kohler v. Kohler Co., supra. The standard adopted by the Court of Appeals in this case has been applied in Kohn v. American Metal Climax, Inc., 458 F.2d 255, 269 (CA3 1972) ( 10 (b)), and Ronson Corp. v. Liquifin Aktiengesellschaft, 483 F.2d 846, 851 (CA3 1973) ( 14 (e)).
[ Footnote 9 ] Nor is Affiliated Ute Citizens v. United States, 406 U.S. 128 (1972), also relied upon by the Court of Appeals, dispositive. There we held that when a Rule 10b-5 violation involves a failure to disclose, "positive proof of reliance is not a prerequisite to recovery. All that is necessary is that the facts withheld be material in the sense that a reasonable investor might have considered them important in the making of this decision." Id., at 153-154. The conclusion embodied in the quoted language was simply that positive proof of reliance is unnecessary when materiality is established, and in order to reach that conclusion it was not necessary to articulate a precise definition of materiality, but only to give a "sense" of the notion. The quoted language did not purport to do more.
[ Footnote 10 ] In defining materiality under Rule 14a-9, we are, of course, giving content to a rule promulgated by the SEC pursuant to broad statutory authority to promote "the public interest" and "the protection of investors." See n. 2, supra. Cf. Ernst & Ernst v. Hochfelder, 425 U.S., at 212 -214. Under these circumstances, the SEC's view of the proper balance between the need to insure adequate disclosure and the need to avoid the adverse consequences of setting too low a threshold for civil liability is entitled to consideration. Cf. Northern Indiana Public Service Co. v. Izaac Walton League, 423 U.S. 12, 15 (1975); Udall v. Tallman, [426 U.S. 438, 450] 380 U.S. 1, 16 -17 (1965). The standard we adopt is supported by the SEC. Brief for the Securities and Exchange Commission as Amicus Curiae 13.
[ Footnote 11 ] Federal Rule Civ. Proc. 56 (c) permits summary judgment only when "there is no genuine issue as to any material fact."
[ Footnote 12 ] In an analogous context, the jury's unique competence in applying the "reasonable man" standard is thought ordinarily to preclude summary judgment in negligence cases. See 10 C. Wright & A. Miller, Federal Practice and Procedure: Civil 2729 (1973).
"(a) Affiliate. An `affiliate' of, or a person `affiliated' with, a specified person, is a person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, the person specified.
"(f) Control. The term `control' (including the terms `controlling,' `controlled by' and `under common control with') means [426 U.S. 438, 452] the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person, whether through the ownership of voting securities, by contract, or otherwise.
"(k) Parent. A `parent' of a specified person is an affiliate controlling such person directly, or indirectly through one or more intermediaries."
The Rules and Regulations under the Securities Act of 1933 contain the identical definitions. 17 CFR 230.405 (a), (f), (n) (1975).
[ Footnote 14 ] It is the position of National and TSC that "[s]ince National and the old TSC management . . . never drew any clear-cut battle lines, no one ever really knew who could ultimately control TSC during the entire period between the Schmidt purchase and consummation of the shareholder-approved purchase of TSC's assets." Brief for Petitioners 33.
[ Footnote 15 ] We emphasize that we do not intend to imply that facts suggestive of control need be disclosed only if in fact there was control. [426 U.S. 438, 454] If, for example, the proxy statement in this case had failed to reveal National's 34% stock interest in TSC and the presence of five National nominees on TSC's board, these omissions would have rendered the statement materially misleading as a matter of law, regardless of whether National can be said with certainty to have been in "control" of TSC. The reasons for this are twofold. First, to the extent that the existence of control was, at the time of the proxy statement's issuance, a matter of doubt to those responsible for preparing the statement, we would be unwilling to resolve that doubt against disclosure of facts so obviously suggestive of control. Second, and perhaps more to the point, even if National did not "control" TSC, its stock ownership and position on the TSC board make it quite clear that it enjoyed some influence over TSC, which would be of obvious importance to TSC shareholders.
"You have asked for our opinion as to the value of warrants to be issued in connection with your proposed acquisition of TSC Industries. We understand that these warrants have terms identical to the National Industries (NII) warrants listed on the American Stock Exchange which allow the holder to purchase one NII Common at the price of $21.40 until October 31, 1978. We further understand that you desire our determination as of October 9, 1969.
"Our evaluation of these warrants was made from the point of view of the stockholders of TSC Industries, of which I am a director. In advising TSC as to the fairness of the offer from NII it was necessary to determine whether the value of the warrants was reflected by the market price of the outstanding 487,000 warrants on the day in question. We did so in the light of the fact that approximately 2.6 million additional warrants would be issued in connection with the acquisition.
"After studying price relationships of other warrants traded publicly, referring to customary systems of warrant evaluation, and considering the particulars of the proposed acquisition, we concluded that the warrants in question had a value of approximately $3.50.
"If you have any questions concerning our evaluation, please feel free to call." App. 519.
[ Footnote 19 ] Employed in 1967, Merkle initially received a salary of $2,500 per year (increased in 1968 to $12,000) and an option to purchase 10,000 shares of National common stock. App. 520, 522.
[ Footnote 20 ] In a table entitled "Statements of Consolidated Stockholders' Equity," the proxy statement indicated that National acquired approximately 83,000 shares of its own common stock in 1968 and 1969, while it sold approximately 67,000 shares under stock option plans, employment agreements, and warrants. Id., at 324, 330. The proxy statement did not disclose that Madison acquired approximately 170,000 shares of National common during the two-year period, or that approximately one year prior to the proxy solicitation Madison acquired $2 million in National debentures convertible to common.
[ Footnote 21 ] See n. 1, supra.
[ Footnote 22 ] There has been no suggestion that the purchases in question would have any significance if there was in fact no manipulation or collusion, although there may perhaps be such a claim in another case. Nor is there any indication that manipulation or collusion are matters as to whose existence National might have been left in doubt at the time the proxy statement was issued. Cf. n. 16, supra.
[ Footnote 23 ] In holding that the failure to disclose the National and Madison purchases violated Rule 14a-9 as a matter of law, the Court of Appeals not only found it unnecessary to consider whether there was in fact any collusion or manipulation, but also found it unnecessary to consider whether the purchases had any significant effect on the price of National common stock or, more pertinently, the price of the National preferred stock and warrants involved in the proposed transaction. Since we find the existence of a genuine issue of fact with respect to whether there was manipulation sufficient to bar summary judgment, it is unnecessary to consider the remaining aspects of the Court of Appeals' decision.

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The LORD is Moving on Our Behalf!
When we see the word God in the word the original word in the Hebrew is Elohim. When we see the word LORD in all caps the original word is YAHveh. Elohim means the magnitude of God’ attributes, His majesty and all His power. Elohim in itself means that God has all this power but the fact that He has all power doesn’t mean anything to us, unless He uses His power to help us. So, God uses the word LORD or YAHveh to mean that not only does He have the power but that He is using this power for our benefit. The use of LORD or YAHveh means that He is actively working on our behalf! When you turn your flesh over to the Holy Spirit to have the deeds of the flesh mortified and want to conform to the image of Jesus as your number one prayer than HE is your LORD. He then wants to take an active part in moving in your life on your behalf. One of the first times that the word LORD is used is in Genesis 2 v. 7 where the word says that the LORD God formed man out of the dust of the ground and breathed into his nostrils the breath of life; and man became a living soul. The use of the word LORD shows that God wants to actively get involved with His creation and uses His power on their behalf. In reading the word, when you see the use of the word LORD you need to get excited. You need to realize that He can move the same for you, if He is your LORD and Saviour.
An example of this is in Exodus Chapter 14; in v. 1 the word says that the LORD led His people into the wilderness near the Red Sea in Baalzephon or the Devil’s territory. He led them there because He was going to do a great miracle on their behalf and receive all the glory among the heathen. Sometimes you may be in a situation and it seems like the devil is all around but God led you there to show forth His glory on your behalf. God controls everything and everybody (Col. 1 v. 16, 17, and 18). The word says in v. 13 that Moses told his people that they need to fear not, stand still and see the salvation of the LORD. The word salvation means completeness, or wholeness. He used His name LORD to signify that He was ready to move on the behalf of His people. This is also shown in v. 14 also where Moses says that the LORD shall fight for you… The LORD lived up to His name when in v. 21 the word says that the LORD caused the wind to blow and opened the Red Sea for His people. You see the LORD moved for His people when their backs were up against the wall. He’ll do the same for you. In Exodus 15 v. 6 after He opened the Red Sea and closed it on their enemies the word says that His right hand is become glorious in power: that His right hand had dashed in pieces the enemy. This is showing again that the use of the Name LORD means He is working for you in all facets of your life.
In Numbers 14 v. 9 Joshua and Caleb told the people not to fear the giants in the new land because the LORD is with them. You see they knew that their God was LORD, had all power and was on their side. Do you realize this today in whatever you may be going through?
In I Samuel 14 v. 6 Jonathan told his amour bearer that the LORD could save His people whether it was just by the two of them or many. The two of them approached the enemy and the LORD sure did save His people as He caused a fear among the enemy and they killed each other (v. 20).
In 1 Samuel 17 v. 45 David told Goliath that he was coming against him in the Name of the LORD. David realized that the Name of the LORD had all power and that He was on their side. The LORD sure enough took care of Goliath!
In 2 Chronicles 14 v. 11 when a million Ethiopians came against His people (v. 9) Asa prayed unto the LORD. He called on His name LORD and prayed such a great prayer by saying that the LORD can save by using many or few and would not let man prevail against His people. Once He called on the Name of the LORD the battle was over. Do the same thing today and call upon the Name of your LORD and let Him fight for you!
In Psalm 1 v. 2 and 3 the word says that when we delight and meditate in His commandments that we are like trees by the rivers of water, bringing forth our fruit in our season; our leafs shall not wither; and whatever we do will prosper. The LORD becomes so active in our lives when we delight in Him and mediate on His commandments. We can’t miss – whatever we do will prosper! The word says also in Psalm 2 v. 8 that when the LORD is actively working in our lives that we can ask Him to give us the heathen for an inheritance and the uttermost parts of the earth for our possession! Do you realize that when the LORD is actively working in your life that the very people that are coming against you on your job can now be working for you not just with you. The LORD can really turn things around, sometimes even in one day!
In Psalm 3 David talks about how when he was fleeing from Absalom that the LORD was a shield for him, the glory and lifter of his head. He also mentioned that he was able to sleep in peace because the LORD sustained him. He also said that he wasn’t afraid if ten thousands of people had gathered against him as the LORD has smitten all his enemies in the past upon their cheek bone and broke their teeth. We need this practiced faith that David had; that if the LORD delivered him before than He will do it again. This is why he told Saul that the same God that delivered him of the lion and bear that attacked his sheep would surely deliver Goliath into his hand (1 Samuel 17 v. 37).
The same LORD that delivered you in the past is bigger than anything that could come against you! Just call on His Name – YAHveh.
Remember as I mentioned earlier, when you turn your flesh over to the Holy Spirit to have the deeds of the flesh mortified and want to conform to the image of Jesus as your number one prayer than He is your LORD. He then wants to take an active part in moving in your life on your behalf.
Again, please read the word and realize wherever you see the word LORD He is working for someone and that someone could be you!

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Tax Disputes & Litigation · Fredrikson & Byron, P.A.
Our tax litigators come from a variety of backgrounds and many have experience as government counsel representing the State of Minnesota and federal taxing authorities.
Our tax litigators provide experienced, effective representation in tax controversies. Lead attorneys in the group include Steve Kaplan, formerly a trial attorney with the U.S. Justice Department Tax Division; Tom Muck, formerly chief litigator for the Minnesota Department of Revenue; and Sue Ann Nelson, formerly a senior trial attorney with the Office of Chief Counsel, Internal Revenue Service, in Saint Paul, Minnesota. They also include Tom Wilhelmy, who is certified as a Real Estate Specialist by the State Bar Association and brings more than two decades of experience in property tax litigation.
We represent publicly owned and privately held corporations, partnerships, cooperatives, individuals and fiduciaries in tax disputes and litigation of all types against the Minnesota Department of Revenue, the Internal Revenue Service and the Department of Justice Tax Division. Our clients are well-recognized national, regional and local businesses. We regularly negotiate and litigate tax disputes involving, for example, corporate and personal income taxes, sales tax, estate and gift tax, employment taxes and property taxes.
We offer full‑service representation at every stage of the tax controversy process, be it the agency examination or appeals process, the trial court, or, if necessary, on appeal. Frequently, our early involvement at the examination or protest stages permits us to help the taxpayer marshal the critical underlying facts and to define the arguments most likely to prevail. In addition, we bring the benefits of attorney‑client confidentiality and privilege to the controversy.
When litigation is advisable or necessary, we draw upon our trial experience to choose the appropriate court, develop the case through formal and informal discovery, and aggressively advocate the taxpayer’s position before the judge or jury. Our tax litigators have extensive experience in the federal district court for the District of Minnesota, the United States Tax Court, the Minnesota Tax Court, the Minnesota District Courts, the Eighth Circuit Court of Appeals, the Minnesota Supreme Court, and the Minnesota Court of Appeals. We know tax law, but more importantly, we have the experienced advocate’s ability to develop and present the most persuasive arguments and themes.
Throughout our representation, we strive to obtain fair and thoughtful review of the dispute to achieve the best possible result for our client at the earliest opportunity.
Astleford v. Commissioner, T.C. Memo 2008-12 (gift tax case involving valuation of gifts of interests in a family limited partnership; three tiers of discounts approved by court).
Xcel Energy Inc. v. United States (D. Minn.) (tax treatment of leveraged company-owned life insurance plan).
O’Shaughnessy v. Commissioner, 332 F.2d 1125 (8th Cir. 2003) (multi-issue litigation involving inter alia, depreciation, abandonment loss, and change of method of accounting issues for glass manufacturing company).
Northern States Power Company v. United States, 151 F.3d 876 (8th Cir. 1998) (multi-issue income tax case involving inter alia, placed in service date for nuclear fuel assemblies, and change of method of accounting questions).
U.S. Sprint Communications, Ltd v. Comm'r, 578 N.W.2d 752 (Minn. 1998) (dispute over whether federal telecommunications excise tax that taxpayer collects from its customers should be included in “sales price” and taxed by the Minnesota sales tax).
Northern States Power Company v. United States, 73 F.3d 764 (8th Cir. 1996) (multi-issue income tax case, including an “interest netting” dispute).
O’Hagan v. United States, 95-1 USTC 50,082, aff’d, 96-1 USTC 50,311 (8th Cir. 1996) (injunction action against IRS to restrain levy on homestead).
O’Shaughnessy v. United States, 517 N.W. 2d 574 (Minn. 1994) (federal tax lien held unenforceable against assets of discretionary trust).
Landmark v. United States, 25 Cl. Ct. 100 (1992) (first case in the country to hold that cooperatives are not subject to the deduction limitations of I.R.C. § 277).
Security Bank Minnesota v. Commissioner, 98 T.C. 33 (1992), aff’d, 994 N.W. 2d 432 (8th Cir. 1993) (tax case affecting 40 Midwestern banks, which held that small cash-basis banks were not subject to the interest accrual rules under I.R.C. § 1281).
Northern X-Ray Co. v. Commissioner of Revenue, 2009 WL 4755165 (Minn. Tax. Ct. Dec. 8, 2009) (holding that credits received by a company from a manufacturer in exchange for honoring pricing agreements with its customers, which entitled the customers to discounts off the retail price, are not part of the gross receipts from the end user retail sale with its customers, and as such are not subject to sales and use tax).
Sprint Spectrum LP, et al. v. Commissioner of Revenue, 676 N.W.2d 656 (Minn. 2004) (Minn. Sales/Use Tax . . . telecommunications equipment, which produces telecommunication signals that have physical properties, is exempt from sales tax as capital equipment because it is used to manufacture tangible personal property).
Bailey Nurseries v. Commissioner of Revenue, 2002 WL 1077273 (Minn. Tax), Docket No. 7255-R (May 16, 2002) (Minn. Sales/Use Tax . . . machinery and equipment for preparing soil, cultivating, harvesting and irrigating purposes, purchased by the taxpayer for use in its wholesale shrub nursery business were entitled to “farm machinery” tax rate).
St. Paul Abrasives, Inc., et al. v. Commissioner of Revenue, 1998 WL 726457 (Minn. Tax), Docket Nos. 6814-6817 (October 12, 1998) (Minn. Sales Tax . . . taxpayers, who ran an abrasives supply business, not liable for sales/use tax on purchase of incentive items they provided to customers in a trading stamp-like redemption program, since the purchases were for resale in other states where customers redeemed their incentive points).
Northern States Power Company and United Power Association v. Commissioner of Revenue, 571 N.W. 2d 573 (Minn. 1997) (Minnesota sales tax exemption for capital equipment held to apply to electrical transformers located outside the power plant).
Dahlberg Hearing Systems, Inc. v. Commissioner of Revenue, 546 N.W.2d 739 (Minn. 1996) (Minn. Use Tax . . . computers destined for business use in other states not subject to Minnesota use tax simply because software was loaded at company’s Minnesota headquarters).
Northern X-Ray Company v. Tax Commissioner, 542 N.W.2d 733 (North Dakota 1996) (defense of North Dakota contractor’s use tax claims).
Copy Duplicating Products Inc. v. Commissioner of Revenue, Minn. Tax Court, Docket No. 6378 (July 10, 1995) (Minn. Sales Tax . . . copiers purchased by copier leasing company free of sales tax as sales for resale continued to be sold for resale when they were converted to coin-operated use because the “license to use” sold by the company to its coin-operation customers was also a resale).
Burlington Northern Railroad Company v. Commissioner, 509 N.W. 2d 551 (Minn. 1993) (Minnesota sales tax attempted to be imposed on railroad rolling stock was held invalid under the Railroad Revitalization and Regulatory Reform Act of 1976).
Amoco Corporation and Affiliates v. Commissioner of Revenue, 658 N.W.2d 859 (Minn. 2003) (Minn. Corporate Income Tax . . . exploration and production operations of integrated oil company held not unitary with refining and marketing operations, under statutory definition of unitary business).
Green Giant v. Commissioner of Revenue, 534 N.W.2d 710 (Minn. 1995) (Minn. Corporate Income Tax . . . income assigned to corporation jointly owned by Green Giant and Alaskan Native Corporation should be excluded from the tax computation).
Chapman v. Commissioner, 651 N.W. 2d 825 (Minn. 2002) (Minnesota alternative minimum tax provision limiting charitable contribution deductions solely to Minnesota charities declared unconstitutional as discriminatory to interstate commerce).
Cooperative Power Association v. Hennepin County, Minn. Tax Court, Docket Nos. 20070, 22041 and 24007 (March 20, 1996) (Minn. Property Tax . . . property tax valuation on headquarters of electric power cooperative reduced approx. 32 percent).
Department Stores and Shopping Centers. We are the leading representative of department stores and major shopping center owners, developers and managers.
Hotels and Motels. We have cutting-edge experience with the complexities of hotel and motel properties as those issues continue to evolve in national circles, and our clients include a number of national flags.
Office Buildings. We have unsurpassed experience in the representation of office properties in both the Minneapolis and Saint Paul central business districts and in the suburban office markets.
Environmentally Contaminated Properties. We are nationally recognized for our knowledge in the negotiation and trial of cases where the market value of the subject property is adversely affected by petroleum derivatives, asbestos, PCBs, landfills, and other forms of contaminants.
Medical Office Buildings. We have developed considerable expertise in the valuation of medical office buildings, both in the Twin Cities Metropolitan Area and in Greater Minnesota.
Restaurants. We have extensive experience with the difficult issues in valuing restaurant properties.
Industrial and Manufacturing Properties. We have considerable experience with large and not-so-large industrial properties, including manufacturing, distribution and headquarters facilities.
Apartment Buildings. We represent regional and local owners and managers of apartment complexes and properties of all types.
Office Warehouse and Office Showroom Facilities. We regularly represent the owners and managers of office warehouse and office showroom facilities.
Bank Properties. We have successfully represented major banks in trial and in negotiations involving branch bank and other bank properties.
In 2015, Congress passed 26 U.S.C. Section 7345, entitled “Revocation or Denial of Passport in Case of Certain Tax Delinquencies.” Although this law was passed in 2015, the IRS did not begin coordinating with the State Department immediately. However, it has announced that it will begin that process in January 2018.
No one wants to be audited, whether by the IRS or the state tax authorities. However, there may be instances in which it is important to make sure that you are actually subject to an audit, in order to ensure that your rights are protected.


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The new Regulation (Art. 4) stipulates that each Ministry is required to prepare a List of legislative/regulatory initiatives to be adopted in the next semester. The List may contain references to the policy area, the description of scope and objectives, planned RIAs and planned stakeholder consultations. It is presented to the Presidency of the Council of Ministers (particularly to the Department for Legal and Legislative affairs), scrutinized by the Department, presented to the State Secretary (political authority in charge of the rulemaking of the Government) and published on the websites of ministries and the government.
These plans are available on the Government website and competent Ministry website.
Administrations officially communicate to the Presidency of the Council of Ministers the list of the Acts they intend to draft and this list is published on the Government’s website (New Regulation, Art. 4). Each draft that is approved by the Council of Ministers that can be at a preliminary stage or at the final stage is published on the Government’s website, before its entry into force.
Art. 16 of the New Regulation states that Administrations in charge of the regulatory proposals carry out appropriate consultations both in the impact assessment process and in the ex-post evaluation of regulations. Prior to the New Regulation, consultations were part of RIA process, even if not mandatory.
Art. 16 of the New Regulation states that selection of relevant stakeholders should be made according to the most involved interests in a certain policy area.
In general, results are made available on the website of the relevant Ministry or Regulator. The received comments are available to the public unless otherwise stated by the authors and for privacy-related reasons. (Arts. 17 and 18 of the New Regulation).
Art. 16 of the New Regulation states that in the RIA and ex post evaluations processes, the competent Administration carries out consultations with relevant stakeholders. Administrations are free to choose the methodology (general public or selected groups or stakeholders), according to the scope and extent of the new intervention or policy area to be revised.
Ministries and regulators report on consultations within ex ante and ex post evaluation process, feeding results into the RIA report which is attached to the individual draft text before Council of Ministers' adoption. RIA report and ex post evaluation report have a section dedicated to the consultations they have carried out.
The government publishes all received contributions on the relevant websites, i.e. on the website of the relevant Ministry that carried out the consultation. Moreover, the RIA report communicates the results of stakeholder consultation in a dedicated section. Finally, the annual report on RIA, ex-post evaluation and consultation provides information about results, number of consultations carried out and the methodologies used.
Former regulation no. 170 of 2008 is now replaced by the New Regulation of September 15, 2017 that requires that a section of the RIA report (attached to individual draft texts to be adopted by the Government) is dedicated to consultation, including reporting on the results of it.
This significance varies every time, because for each individual regulation/legislation under preparation, a decision shall be proposed to Department Prime Minister’s Office of Juridical and Legislative Affairs (DAGL) by the individual ministry, and DAGL verifies if the decision (of not carrying out RIA) is founded or not. In other words, on each proposed exemption from RIA, DAGL controls the evidence (a simplified RIA) that demonstrates the low expected impacts of the new legislation/regulation.
The New Regulation sets out the main typologies of impacts (economic, social, environmental, territorial) that must be considered in a RIA process (Art. 8 of the New Regulation). Administrative burdens, effects on competition, on SMEs, gold-plating are explicitly mentioned in Art. 8.
How is this assessment distributed? Through a unified website for all proposed regulations; through the website of the relevant ministry or regulator.
The competent ministry undertakes RIA, which includes a consultation phase. At the end of the process, an RIA report is prepared and submitted to Department Prime Minister’s Office of Juridical and Legislative Affairs (DAGL) for quality scrutiny, before the adoption by the Council of Ministers of the draft text. The Regulatory Impact Assessment Unit of DAGL receives the RIA report and scrutinizes it, also asking for revisions, additions, more evidence etc. When the RIA report is deemed adequate, the text can be tabled in the Council meeting. After the Council's meeting, RIA report can be published on the Government's website.
A dedicated section of the RIA report considers alternatives to proposed regulations.
The requirement exists since 2009. Recently, the New Regulation (decree of September 15, 2017) foresees regular planning of ex-post evaluations on a two-year basis, the engagement of stakeholders for the identification of regulations to be evaluated and the active participation in the evaluation of EU regulation/directives in the EU regulatory process. Each Ministry has to adopt the Biannual Plan of ex post-evaluation and revision after a public consultation in order to gather feedback on the most burdensome pieces of legislation/regulation, evidence of inconsistencies and overlaps, etc. The Plan is then subject to the scrutiny of the the Regulatory Impact Assessment Unit of the Department Prime Minister’s Office of Juridical and Legislative Affairs (DAGL), and after that adopted with a Ministerial Decree by 31 December.
Regulations are selected according to: relevance of the regulation with respect to the final targets of the policy; socio-economic and scientific-technological changes; problems emerged in the implementation of the regulation; significance of the effects (Art. 12, Para. 7, New Regulation).
Law no. 246 of 2005, Art. 14, Para. 4, implemented by regulation DPCM no. 212 of 2009, is replaced by the New Regulation of Sept 15, 2017.
Individuals can appeal upon a regulation/legislation if the regulation is being enforced against that person or firm's legal representative.
Law 246/2005 and DPCM 212/2009 foresees as obligatory the ex-post evaluation of effects on a biennial basis.

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Art. 16
Art. 16
Art. 8
Art. 14


text:
This study was conducted to investigate the efficacy of the oils of Alstonia boonei leaf extracted with n-hexane, petroleum ether, methane and acetone as contact insecticides against the activities of Callosobrochus maculatus in stored cowpea seed. The oils were incorporated at rates 2.0 mL per 20 g of cowpea seeds. The parameters assessed include, mortality of adult insects, oviposition and adult emergence to ascertain the control of the beetle. All concentration of the extracts used evoked 100% mortality of C. maculatus after 72 h of post treatment. The development of Callosobrochus maculatus was inversely proportional to the concentration of the oil. As the ratio of Alstonia boonei leaf oil extract increased, the mortality of the beetle increased. Therefore, complete protection of seeds and complete inhibition of adult emergence in the oils extracts of Alstonia boonei. leaf were effective in controlling cowpea bruchid in stored cowpea seed.
Alstonia boonei; Leaf oil extracts; Cowpea seed; Callosobrochus maculates; Seed protection.
Adedire, C. O. Use of nutmeg Myristica fragrans (Houtt.) powder and oil for the control of cowpea storage bruchid, C. maculatus (p.). Journal of Plant Diseases and Protection, v. 109, p. 193-199, 2002.
Adedire, C. O.; Ajayi, T. S. Assessment of the insecticidal properties of some plant extracts as grain protection against the maize weevil, Sitophilus zeamais. Nigerian Journal of Entomology, v. 13, p. 93-101, 1996.
Adedire, C. O.; Ajayi, O. E. Insecticidal activity of under-utilized tropical plant seed oil, Hura crepitans L. on cowpea seed beetle, Callosobruchus maculatus (F.) (Coleoptera: Bruchidae). Nigeria Journal of Entomology, v. 20, p. 74-81, 2003.
Adedire, C. O.; Lajide, L. Efficacy of powders of some plants in the control of the pulse beetle, Callosobruchus maculatus (F.) (Coleoptera: Bruchidae). Journal of Applied Tropical Agriculture, v. 6, p. 11-15, 2001.
Agboola, S. A. An agricultural atlas of Nigeria. London: Oxford University Press, 1997.
Akinmoladun, A. C.; Ibukun, E. O.; Afor, E.; Akinrinlola, B. L.; Onibon, T. R.; Akinboboye, A. O.; Obuotor, E. M.; Farombi, E. O. Chemical constituents and antioxidant activity of Alstonia boonei. African Journal of Biotechnology, v. 6, no. 10, p. 1197-1201, 2007.
Alzouma, I. Observations on the ecology of Bruchidius atrolincatus Pie and Callosobruchus maculatus (F.) in Niger. In: Labeyire, V. (Ed.). The ecology of bruchids attacking legumes. The Hague, Junk, 1981. p. 205-213.
Arannilewa, S. T.; Ekrakene, T.; Akinneye, J. O. Laboratory evaluation of four medicinal plants as protection against the maize weevil, Sitophilus zeamais. African Journal of Biotechnology, v. 5, no. 21, p. 2032-2036, 2006.
Banner, N.; Gupta, D. F.; Ram, S. Effect of vegetable oils on the ovipositional behaviour of Callosobruchus maculatus (F.). In: Fujii, K.; Gatehouse, A. M. R.; Johnson, C. D.; Mitchell, R.; Oshida, T. Y (Eds.). Bruchids and legumes: Economics, ecology and coevolution. Dordrecht: Kluwer Academic Publishers, 1990. p. 88-84.
Benner, J. P. Pesticidal compounds from higher plants. Pesticide Science, v. 39, p. 95-122, 1993.
Blade, S. F.; Shetty, R. V. S.; Terao, T.; Singh, B. B. Recent developments in cowpea cropping systems research. In: Singh, B. B.; Mohan Raj, D. R.; Dashiell, K. E.; Jackai, L. E. N. (Eds.). Advances in cowpea research. Ibadan, Nigeria: IITA, JIRCAS, 1997. p. 114-128.
Boeke, S. J.; Barnaud, C.; Van Loon, J. J. A.; Kossou, D. K.; Van Huis, A.; Dicke, M. Efficacy of plant extracts against the cowpea bettle, Callosobruchus maculatus. International Journal of Pest Management, v. 50, no. 4, p. 251-258, 2004.
Bressani, R. Nutritive value of cowpea. In: Sangh, S. R.; Rachie, K. (Eds.). Cowpea research production and utilization. New York: John Wiley and Sons, 1985. p 335-359.
Caswell, G. H. The value of the pod in protecting cowpea seed from attack by bruchid beetles. Samaru Jourmal of Agricultural Research, v. 2, p. 49-55, 1984.
Credland, P. F.; Wright, A. W. Factors affecting female fecundity in the cowpea seed beetle, Callosobruchus maculatus. (Coleoptera: Bruchidae). Journal of Stored Product Research, v. 25, p. 125-136, 1989.
Daniel, S. H. The use of neem (Azadirachta indica A. Juss) and some plant oils as protectants of cowpea (Vigna unguiculata (L.) Walp) against the cowpea weevil, C. maculatus (F.). Reading: University of Reading, 1991. (Ph. D. Thesis).
Golob, P.; Moses, C.; Dales, M.; Fidgen, A.; Evans, J.; Gudrups, I. The use of spices and medicinal as bioactive protectants for grains. Rome: FAO, 1999. (FAO Agricultural Service Bulletin, 137).
Hall, J. S.; Harman, G. E. Protection of stored legume seeds against attack by storage fungi and weevils: Mechanism of action of lipoidal and oil seed treatments. Crop Protection, v. 10, p. 375-380, 1991.
Ileke, K. D.; Bulus, D. S. Evaluation of contact toxicity and fumigant effect of some medicinal plant and Pirimiphos Methyl powders against cowpea bruchid, Callosobruchus maculatus (Fab.) (Coleoptera: ChrysomeIidae) in stored cowpea seeds. Journal of Agricultural Science, v. 4, no. 4, p. 279-284, 2012.
Ileke, K. D.; Olotuah O. F. Bioactivity of Anacardium occidentale (L) and Allium sativum (L) powders and oil extracts against cowpea bruchid, Callosobrochus maculatus (Fab.) (Coleoptera: Chrysomelidae). International Journal of Biology, v. 4, no. 1, p. 96-103, 2012.
Ileke, K. D.; Oni, M. O. Toxicity of some plant powders to maize weevil, Sitophilus zeamais (motschulsky) (Coleoptera: Curculionidae) on the stored wheat grains (Triticum aestivum). African Journal of Agricultural Research, v. 6, no. 13, p. 3040-3048, 2011.
Jackai, L. E. N.; Adalla, C. B. Pest management practice in cowpea. In: Singh, B. B.; Mohan Raj, D. R.; Dashielle, K. E.; Jackai, L. E. N. (Eds.). Advances in cowpea research. Badan, Nigeria: IITA, JIRCAS, 1997. p. 240-258.
Lale, N. E. S. An overview of the use of plant products in the management of stored products coleoptera in the tropics. Post Harvest News and Information, v. 6, no. 6, p. 69N-75N, 1995.
NRC - National Research Council. Neem, a tree for solving global problems. Washinton, D. C.: National Academy Press, 1992.
Odeyemi, O. O.; Daramola, A. M. Storage practices in the tropics: Food storage and pest problems. 1. ed. Nigeria: Dave Collins Publication, 2000.
Ofuya, T. I.; Credland, P. F. Responses of three populations of the seed beetle, Callosobruchus maculatus (F.) (Coleoptera: Bruchidae) to seed resistance in selected varieties of cowpea, Vigna unguiculata (L.) Walp. Journal of Stored Products Research, v. 31, p. 17-27, 1995.
Rajakse, R.; Van Gnden, H. F. Potential of four vegetable oils and ten botanical powders for reducing infestations of cowpeas by C. maculatus, C. chinensis, and C. rhodesianus. Journal of Stored Products Research, v. 33, p. 59-68, 1997.
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§ 15.2-2223 Comprehensive plan to be prepared and adopted; . . .
A. The local planning commission shall prepare and recommend a comprehensive plan for the physical development of the territory within its jurisdiction and every governing body shall adopt a comprehensive plan for the territory under its jurisdiction.In the preparation of a comprehensive plan, the commission shall make careful and comprehensive surveys and studies of the existing conditions and trends of growth, and of the probable future requirements of its territory and inhabitants. The comprehensive plan shall be made with the purpose of guiding and accomplishing a coordinated, adjusted and harmonious development of the territory which will, in accordance with present and probable future needs and resources, best promote the health, safety, morals, order, convenience, prosperity and general welfare of the inhabitants, including the elderly and persons with disabilities.The comprehensive plan shall be general in nature, in that it shall designate the general or approximate location, character, and extent of each feature, including any road improvement and any transportation improvement, shown on the plan and shall indicate where existing lands or facilities are proposed to be extended, widened, removed, relocated, vacated, narrowed, abandoned, or changed in use as the case may be.
1. As part of the comprehensive plan, each locality shall develop a transportation plan that designates a system of transportation infrastructure needs and recommendations that include the designation of new and expanded transportation facilities and that support the planned development of the territory covered by the plan and shall include, as appropriate, but not be limited to, roadways, bicycle accommodations, pedestrian accommodations, railways, bridges, waterways, airports, ports, and public transportation facilities. The plan shall recognize and differentiate among a hierarchy of roads such as expressways, arterials, and collectors. In developing the plan, the locality shall take into consideration how to align transportation infrastructure and facilities with affordable, accessible housing and community services that are located within the territory in order to facilitate community integration of the elderly and persons with disabilities. The Virginia Department of Transportation shall, upon request, provide localities with technical assistance in preparing such transportation plan.
2. The transportation plan shall include a map that shall show road and transportation improvements, including the cost estimates of such road and transportation improvements from the Virginia Department of Transportation, taking into account the current and future needs of residents in the locality while considering the current and future needs of the planning district within which the locality is situated.
3. The transportation plan, and any amendment thereto pursuant to § 15.2-2229, shall be consistent with the Commonwealth Transportation Board’s Statewide Transportation Plan developed pursuant to § 33.2-353, the Six-Year Improvement Program adopted pursuant to subsection B of § 33.2-214, and the location of routes to be followed by roads comprising systems of state highways pursuant to subsection A of § 33.2-208. The locality shall consult with the Virginia Department of Transportation to assure such consistency is achieved. The transportation plan need reflect only those changes in the annual update of the Six-Year Improvement Program that are deemed to be significant new, expanded, or relocated roadways.
4. Prior to the adoption of the transportation plan or any amendment to the transportation plan, the locality shall submit such plan or amendment to the Department for review and comment. The Department shall conduct its review and provide written comments to the locality on the consistency of the transportation plan or any amendment to the provisions of subdivision 1. The Department shall provide such written comments to the locality within 90 days of receipt of the plan or amendment, or such other shorter period of time as may be otherwise agreed upon by the Department and the locality.
5. The locality shall submit a copy of the adopted transportation plan or any amendment to the transportation plan to the Department for informational purposes. If the Department determines that the transportation plan or amendment is not consistent with the provisions of subdivision 1, the Department shall notify the Commonwealth Transportation Board so that the Board may take appropriate action in accordance with subsection E of § 33.2-214.
6. Each locality’s amendments or updates to its transportation plan as required by subdivisions 2 through 5 shall be made on or before its ongoing scheduled date for updating its transportation plan.
8. The designation of corridors or routes for electric transmission lines of 150 kilovolts or more.
D. The comprehensive plan shall include the designation of areas and implementation of measures for the construction, rehabilitation and maintenance of affordable housing, which is sufficient to meet the current and future needs of residents of all levels of income in the locality while considering the current and future needs of the planning district within which the locality is situated.
1975, c. 641, § 15.1-446.1; 1976, c. 650; 1977, c. 228; 1988, c. 268; 1989, c. 532; 1990, c. 19; 1993, cc. 116, 758; 1996, cc. 585, 600; 1997, c. 587; 2003, c. 811; 2004, cc. 691, 799; 2005, cc. 466, 699; 2006, cc. 527, 563, 564; 2007, c. 761; 2012, cc. 729, 733; 2013, cc. 561, 585, 646, 656; 2014, cc. 397, 443.
If you’re reading this for anything important, you should double-check its accuracy—read § 15.2-2223 on the official Code of Virginia website.
. . . localities' zoning ordinances, and Code §§ 15.2-2223 and -2232, and the Town fully set forth . . .
. . . support of this contention, they . . .
. . . comprehensive plan adopted pursuant to Code § 15.2-2223. The City wanted to create high-density . . .
. . . within a locality's jurisdiction. VA. CODE § 15.2-2223. The plan is general in nature and shows . . .
. . . recommend to the local governing body. Code § 15.2-2223. To accomplish this task, they are . . .
. . . land within their jurisdiction. VA.CODE ANN. § 15.2-2223. The Fairfax County Comprehensive Plan . . .
. . . territory under its . . .