The IRS’s notice recognizing the deductibility of state passthrough entity taxes for federal personal income tax purposes has already spawned considerable interest regarding the issues raised by those levies for state tax purposes. Among these issues is the ability of PTE owners to claim a credit against their personal income tax liability in their state of residence for their distributive share of entity level taxes paid to other states where the income was earned. This article addresses the relevant issues in light of the underlying constitutional and policy concerns.

The foundation of the modern corporation is built upon the separation of labor and capital. These entities were anathema to most Indigenous peoples when the Virginia Company was chartered in 1606 for the purpose of settling American lands. Over centuries of colonization federal law worked to assimilate Native Americans. Tribes were encouraged, even forced, to create their own corporate entities. Indelibly, consistent with their inherent sovereignty, Indigenous groups fused autochthonous legal principles into these corporate structures. Today, in the shadow of the #BLM movement and societal demands that corporations become more responsive to their communities and to the environment, shareholder primacy has reached its nadir. As corporate governance seeks to replace it with something stakeholder centered autochthonous principles gleaned from Indigenous corporations offer a way forward. These proposed reforms are as varied as the chthonic law they are built upon and range from making nature itself a corporate shareholder to issuing shares that gain voting rights only after they have been held to maturity.