Today on the IC-DISC Show we’re talking with Meril Markley.

It’s a great conversation. Merrill has a unique perspective on tax law having previously work on the staff of Congressman Kevin Brady, who was subsequently chairman of the House Ways and means committee.

We also talked about the history of tax policy, and how it’s influenced the history of Western civilization in some surprising ways. In particular, the idea that the fall of the Roman empire was due in part, to the tax system at the time.

So I think you’re going to enjoy this great, wide ranging conversation with Meril.


IC-DISC Show 002 Transcript

David Spray:                 Hi, Meril.

Meril Markley:             Hi, Dave.

David Spray:                 Well, how are you today?

Meril Markley:             I am excited to be on the IC-DISC Show.

David Spray:                 Well, I am glad to have you on here, and we are already recording. So, normally, I have my guests take five or 10 minutes to talk about their background, but I have so many things I want to cover with you today. Do you mind if I just do a quick recap of your background based on my understanding?

Meril Markley:             Sure. The shorter, the better.

David Spray:                 Okay. Well, I am really happy that you’re on the show today. So, Meril Markley is an international tax lawyer whose career has included stints at a Fortune 500 company, two of the four big four accounting firms, and I believe you also were a member of the staff Congressman Kevin Brady. Is that correct?

Meril Markley:             That’s right. He was chairman of the House Ways and Means Committee from 2017 to 2019, and I’d like to think that some of those ideas we talked about on the back roads of Texas made it into the new tax law.

David Spray:                 I’m sure they did. How could they not? How could they not? You also spent six years advising international film production and tech companies in LA, right? And then you spent a few years in Paris helping French multinationals?

Meril Markley:             That’s right, coming to grips with how to do business in the US and understand our tax system.

David Spray:                 Exactly, but then most of your career in the last 20 years or so has been spent in Houston advising companies mostly in the energy sector, correct?

Meril Markley:             That’s right. Going to all of those difficult places to do business. It has always been challenging and never dull.

David Spray:                 Oh, and while I think of it, the views expressed by Meril today are just simply her opinions and hers alone, and nothing that she or I say should be taken as legal or tax advice, and any listener should consult their own tax or legal advisors for their specific situation. Let’s see. In addition, if we go back a little further, I believe you have a bachelor’s degree in music from Vassar, right?

Meril Markley:             That’s right.

David Spray:                 And then, you’ve also got some other voice certificates from Vienna, is that correct?

Meril Markley:             Yes. I had the opportunity to study on a graduate fellowship at the University of Music in Vienna, Austria, and while I was there, I sang all over Europe until I lost my voice, and then I had to find a legitimate way to earn a living. That led me to laws school at the University of Cincinnati, and I couldn’t get a job after that degree, so I got another degree and borrowed a little bit more money, and got an LLM in transnational business and tax from McGeorge School of Law, and that’s in Sacramento, California, and also with a campus in Salzburg, Austria.

David Spray:                 Okay. And before, as you had mentioned, you sang all over Europe, but even though when you went to law school, you did not cease your singing, did you?

Meril Markley:             No. My voice eventually came back, and I got to sing quite a bit at the Hollywood Bowl when I was living in Los Angeles. Then when I moved to Houston, I had the thrill of a lifetime getting to sing the national anthem for an Astros baseball game, and I’d like to think that that was part of the reason that they won that game.

David Spray:                 I’m sure it was. You probably really set the tone for the whole game. Then I believe you also have served on the board of the Houston Grand Opera, correct?

Meril Markley:             That’s right, Dave. I like to keep my hand in musical things, and I like to remind people that you can have a business career but also have a love for the arts.

David Spray:                 That is awesome. That is inspiring. That one doesn’t have to just be pigeonholed as a tax professional, they can have other interests beyond that. Speaking of other interests, I have a feeling, given your time in Austria, given your time in France, I have a feeling that you speak more languages than just English. Is that correct?

Meril Markley:             I speak English at home on a daily basis.

David Spray:                 Okay.

Meril Markley:             Then for business, my main language is Spanish, which is the language I learned first when I was a child, after English. So, I’ve done a lot of advising in Mexico and Latin America, and worked with a number of Mexican companies investing in the US, because I was the gringa who could speak Spanish and it turned out to be an ideal way to get to work with some very interesting companies on some fascinating tax issues. But also I do business in French, and when pushed, I could do business in German, but people usually make fun of me for my Austrian accent.

David Spray:                 So, I think that that’s four languages that I’ve counted, but isn’t there a fifth one that you have some working knowledge in?

Meril Markley:             I can sing a number of arias in Italian, and I can order a beer in Rome in Italian.

David Spray:                 Okay, so that’s the fifth one, would be-

Meril Markley:             Yeah.

David Spray:                 … Italian. Well, thank you for that additional color. One of the things that I really enjoy working with you over the last number of years is because of your background in the arts, you have a unique historical context on taxation that I’ve always found fascinating. Before we dive into the DISC, why don’t we take a step back and talk about tax incentives from a historical perspective? Are you up for that?

Meril Markley:             I am, because tax incentives including things like the IC-DISC are as old as governments seeking to squeeze revenue out of taxpayers. They’re based on the assumption that human beings act based on what is beneficial to them or what punishes them. So, since the dawn of history, governments have collected taxes on transactions, profits, sins, and even mere existence in the form of the poll tax, while providing exemptions to encourage certain behavior. Dave, for a fascinating romp through the history of the world seen through the lens of tax policy, I highly recommend a book called For Good and Evil: The Impact of Taxes on the Course of Civilization, and it was written by a tax lawyer named Charles Adams. For example, in the book, he attributes the fall of the Roman Empire to factors that include the tax system.

David Spray:                 Really?

Meril Markley:             There was lax enforcement, and that meant that the wealthy stopped paying taxes. Farmers were taxes so heavily that they abandoned their fields and crops dried up, starvation spread, and the legion stopped being supplied, making the empire vulnerable to rampaging Visigoths and other invaders.

David Spray:                 Really?

Meril Markley:             But that’s not the only interesting story.

David Spray:                 Okay. There’s more?

Meril Markley:             Yes. Oh, the book is fascinating, Dave. Anybody who has a passing interest in history should read it because it really does show how decisions made by governments about how to tax their people really changed the course of history. For example, at one point, the Ottoman Empire was spreading into Europe and occupying the Balkans, and when the government decided to end tax incentives that were being offered to Christians who professed Islam, if there was no break, no tax break, no convert. Really interesting result.

David Spray:                 Oh, Lord.

Meril Markley:             Yes. All of Europe might have been conquered if it had not been for the elimination of this tax break.

David Spray:                 Really?

Meril Markley:             Adams also cites harsh tax policies in Spain from which the colonies in the New World were exempt as a reason why so many Spaniards relocated to the New World, and that triggered the decline of Spain itself. So, it’s no surprise that our internal revenue code is full of levers to both entice and to punish.

David Spray:                 So, this is not a new invention, even though the IRS was formed, what, in the early 1900s I believe, 1917 or something like that?

Meril Markley:             It came about, yes, after the income tax law, which initially failed, and was deemed unconstitutional; was then eventually brought into law, and then the IRS has been with us ever since.

David Spray:                 Got you. Now as we turn our attention more to the IC-DISC, let’s talk about tax policy, I guess about the DISC specifically, and tax policy over, say, the last three or four decades. It seems like the export tax incentives, they seem to come and go. Is that right?

Meril Markley:             They do, and the IC-DISC is a tiny remnant whose useful remains attractive. What I love about it as a tax policy bonk is it’s grounded in economic substance. So, I contrast that with some of the other incentives that I’ve watched come and go over the years. For example, in the late 1980s, an entire industry grew up around incentives for passive investing in wind turbines and concave mirrors to generate electricity, and took out a whole part of the desert east of Los Angeles for these tax haven projects.

David Spray:                 Oh, really?

Meril Markley:             And film companies, I always loved watching film companies chase incentives offered by foreign countries. For example, Yugoslavia and Argentina, where those countries hoped to host the filming of a blockbuster, but most of the time, they ended up with turkeys, such as you may remember Transylvania 6-5000 or Naked Tango. These were films that got tax arrangements that were attractive, but it didn’t mean that it was the ticket to success in theaters.

David Spray:                 Or said another way, you can’t cost cut your way to success in business. It’s a bit more….

Meril Markley:             That’s right, and that’s why incentives are so important, that Dave, they really be linked to doing something, and not just to reducing taxes by sticking your finger up in the air and hoping that you catch an attractive loophole.

David Spray:                 Sure, sure. Well, when you talk to clients about IC-DISC, what are the typical questions that they might have, and do they ever have any reservations?

Meril Markley:             They do, and that’s a good thing. I like it when clients ask questions and want to understand something that at first blush may seem that it’s a little bit dodgy. For example, I always get asked, is it a loophole that’s likely to be plugged by Congress? Other people say, “Gee, isn’t the DISC a sham corporation? It is no employees or assets, and it exists solely to generate a tax benefit.” The one I hate the most is when people ask me, “Is this a tax shelter like those smoke and mirrors things that accounting firms got in trouble for promoting?”

David Spray:                 That is a good point. What’s your typical response to these questions?

Meril Markley:             It’s an easy one to understand. The DISC is embodied in the internal revenue code itself. It’s not just a regulation or a ruling or a series of sham transactions. And so, only Congress can get rid of it.

David Spray:                 Okay. Now … Go ahead.

Meril Markley:             If you follow the rules, and you know what those are, that seem a bit formulaic or mechanical, but if you follow them, the tax savings are legitimate and attractive. What I find interesting is that there aren’t a lot of court cases or IRS rulings interpreting the IC-DISC statute and regulations. It’s pretty much what you see is what you get, not a lot of gray area or room for argument. You stick to the rules, and the rewards should result.

David Spray:                 Okay. It sounds good so far. Well, let’s go back to the beginning of the DISC. When did this get started?

Meril Markley:             The DISC was actually part of the Revenue Act of 1971, and in that law, it provided the basic exemption from corporate income tax that the DISC as a company still enjoys. The second important thing that the act did was it postponed the time for taxing the DISC’s shareholders on those tax-free earnings until the shareholders received an actual dividend.

David Spray:                 Why was that? What do you think the motivation of Congress was to structure it that way?

Meril Markley:             I think it came down to wanting to encourage exports by small businesses, using an easy to administer domestic corporation. That way, small business could achieve benefits similar to the tax deferral that large corporations had been enjoying for years by using foreign subsidiaries as low tax resellers.

David Spray:                 Okay. But at its core, it was really a deferral play, right?

Meril Markley:             It was, and that’s what got it into trouble with our trading partners. At the time-

David Spray:                 How was that? How did it get us in trouble?

Meril Markley:             Well, if you remember back to the days of the GATT, or the general agreement on tariffs and trade, which was the predecessor to the World Trade Organization, it was viewed by members of the GATT as an impermissible subsidy targeting exports from the US and harming our trading partners by allowing US exports into those countries at prices lower than what the same goods cost in the US.

David Spray:                 So, what was Congress’ or the government’s answer to that?

Meril Markley:             Well, they repealed the DISC, and in 1984 they created something called the foreign sales corporation, or the FSC, and that required that in place of using a US incorporated company, that a foreign corporation would be used to assist in the import sale. In that way, the US claimed that this resembled a territorial system of taxation, and therefore would be permissible under the GATT. The key was that this was not a paper company like the DISC. The FSC had to be incorporated outside the US and it had to have employees, and it had to undertake specific economic processes as outlined in the law.

David Spray:                 What year was that?

Meril Markley:             That was 1984, which is a very special year for me because I was-

David Spray:                 Oh, yeah? Why is that?

Meril Markley:             I was starting my career. I was a newly minted tax lawyer, and I was sent off on my first foreign business trip to go to Brussels and to set up the Belgian branch of the FSC that was incorporated in Guam.

David Spray:                 Oh, wow.

Meril Markley:             That was also my first interaction with Neal Block, Baker McKensie’s irrepressible guru who truly wrote the book on export-related incentives such as DISC and FSC. So, for me, that was an exciting time, Dave.

David Spray:                 Sure. Well, just an FYI, I know Neal. We’ve relied on his expertise many times through the years, and I’m actually hoping to have Neal as a future guest on the podcast. Now, I better not let him listen to your interview first or it may intimidate him and he may not wish to be on, so I may want to get him wrapped up and booked before this episode gets released.

Meril Markley:             Well, it would be an honor to be on the IC-DISC show and be able to say that Neal Block was also interviewed. That would be another career highlight for me, Dave.

David Spray:                 Well, anything I can do to create highlights in your career. That’s what I’m all over. Now, with the FSC, with some of the ways it different from the DISC, was it simpler or more complex to administer?

Meril Markley:             It was way more complex because it had to have multiple agreement and subcontracts in foreign languages, and so it meant foreign legal entanglements, through setting up a foreign corporation with all the governance requirements under foreign law, and it had to file tax returns in the foreign country. So, this was a far cry from the DISC as a paper company tucked away safely in the US. The FSC was not popular with smaller exporters, the very people for whom DISC had been intended, especially because it required boots on the ground in the form of employees and economic activity in foreign locales that a lot of small exporters simply could not invest in.

David Spray:                 Wow. I’m not a FSC guru, and so that’s really interesting, on just the ways that the FSC made it a lot more difficult. I guess that’s why when I hear about companies who used to have a FSC, it’s typically larger companies. I guess that’s the reason why.

Meril Markley:             Yes, and it was popular for a while, but from the very beginning, there was objection to the FSC from our trading partners, especially in the European Union. Again, there was the claim it was an impermissible export subsidy, giving US goods an advantage in Europe over European-made products. Despite the requirement that the FSC be foreign and undertake significant activities outside the US, it was still basically dead on arrival when it came to approval by our trading partners.

David Spray:                 Wow. What year was this, then, that the FSC was basically killed?

Meril Markley:             Well, it was killed off by … formally, in 2000, with the extraterritorial income exclusion act, and that created the ETI, or extraterritorial income benefit, that didn’t require a separate corporation. A company could get it and simply exempt certain export sales from income tax, while still retaining the requirements that activities and components and so forth be US made. So, this, too, failed to pass muster with the WTO. It led to years of complaints, reports, rulings, and appeals, and it’s interesting that in a historic and ultimately successful threat to impose tariffs, this time on US goods, the EU forced Congress to repeal the ETI in 2006.

David Spray:                 Wow. Let me just interject something there. I had heard that what really got the Europeans upset was that Boeing received a billion dollars in tax savings in one of the first years, and that Air Bus didn’t take kindly to that. Are you familiar with that, or is that just-

Meril Markley:             Well, I probably shouldn’t comment on the arguments in opposition to that statement, looking at what sorts of subsidies Air Bus may have gotten, and that continues to remain controversial, so I think we’ll step back from that one, Dave.

David Spray:                 Fair enough. Fair enough.

Meril Markley:             But, the Europeans have another aspect to their law that I think was interesting that Senator Max Baucus highlighted this in his opening remarks from a senate finance committee hearing a number of years ago, when he remarked that the WTO seems far more concerned with direct taxes, what we think of as income taxes, that might be export subsidies, but it ignores indirect taxes such as value added tax, or VAT, that completely exempts export sales.

David Spray:                 Oh, yeah. That seems like an export subsidy … a slightly disguised export subsidy.

Meril Markley:             Well, it’s interesting because for our European trading partners, the lion’s share of tax revenues come from VAT, transaction taxes, rather than from corporate income taxes. So, that exemption for export sales from VAT remains firmly in place. But in the meantime, luckily the IC-DISC has flown under the European radar since the repeal of ETI.

David Spray:                 Why do you think that is? I’ve heard different theories on that, some being that the large public companies don’t seem to use DISC as much as they used ETI, and maybe just doesn’t get the attention, but what are your thoughts on why that is?

Meril Markley:             Well, I think it was a clever ploy on the part of congress back in 1984 when they repealed the lion’s share of the old DISC provisions in the code. They left this rump concept of the interest charge DISC, so that it still benefited the DISC itself from the exemption from corporate income tax, but the shareholders on longer got to enjoy that indefinitely deferral of tax on the DISC’s earnings until some point in the future when they received a dividend. So, instead, the shareholders became subject to an interest charge, and I think that took some of the sting out of the objection to DISC.

Meril Markley:             I think the other point is, and you raise a very good one, Dave, about who uses the interest charge DISC. I think that really benefits a lot of small and medium sized companies, especially in the run up to the 2017 tax law, reducing corporate income tax rates. The IC-DISC was really part of a perfect storm of tax circumstances, if you can ever really have anything like that, and that was taxation of qualified dividends at capital gains rates, and congress’ final commitment not to repeal the IC-DISC. A lot of people had sat on the fence for a long time saying, “It’s going to be gone. Why do I need to invest in this thing?” But when it became clear that the DISC would remain around, or the IC-DISC would remain around, it made it very attractive for individuals especially who owned an S corporation or perhaps a limited liability company, where the company’s ordinary income from its sales activities was taxed only once, at the shareholder level. So, those individuals could own the IC-DISC, including through a limited liability company, in order to have more control over how profits would be allocated to those owners.

Meril Markley:             They could also determine what qualifying sales to run through the DISC. They didn’t have to put everything through there. It really became more of a tax planning approach, and not just a tax incentive. So, when you think about it, it’s really pretty clever. The commission paid to the IC-DISC by the company, for example, the manufacturing company, that’s a deductible business expense, that commission, and so it lowers the taxable income of the manufacturing company. Then the IC-DISC receives the commission, and it’s not taxes on it at all. The shareholders get a dividend out of the DISC, and that dividend is eligible for the preferential tax rate for capital gains. So, during that perfect storm, period, it was really a great arrangement. The bottom line for the owners of the manufacturing company who are shareholders of the IC-DISC is they replaced a chunk of income taxed at ordinary rates with dividends taxed at lower capital gains rates. What’s not to love?

David Spray:                 I would agree. I would agree. What is there not to love? I know that there’s some industries that seem like they’ve been a better fit than others. For example, a lot of our clients are in the scrap metal business. But I know there’s other industries that have also found it particularly attractive. What are some of the other industries you’ve seen that it’s really helpful for?

Meril Markley:             I particularly like an underutilized aspect of IC-DISC. A lot of engineering and architectural and design companies, especially in the oil field services realm, didn’t know that they too could benefit from the IC-DISC. So, beyond that realm of manufacturing, the IC-DISC is available with respect to engineering and architectural services if the project being designed will be built outside the US. This is especially interesting because the tax savings available from an IC-DISC helped to alleviate the pain when foreign withholding taxes are collected from fees received from US design firms.

Meril Markley:             So, without getting too technical, let me just say that those foreign withholding taxes are only creditable against US tax on foreign source income, but services performed in the US don’t give rise to foreign source income. That’s US source income. So, in many cases, those foreign tax credits would never be usable. And the benefits available from an IC-DISC for a design firm finding itself in this situation, it helps to take the sting out of this inherent assymetry in taxing fees for services.

David Spray:                 No, I’ve seen that first hand. We have several clients ourself that are engineering firms that are involved in construction projects related to pipe line projects and such outside the US, and I’ve seen first hand where that can be very valuable, especially since often times those services firms, if they have a really high quality service, they may have higher gross margin percentages that a lot of manufacturing companies. So, the benefit we’ve seen is substantial.

Meril Markley:             That’s a great point, and as we know, so many foreign countries, where oil rigs are located, are ones that have high withholding taxes on any kind of a fee that’s paid for engineering or construction services, and so you can really get trapped in that assymetry and not be able to use a foreign tax credit that’s being paid on gross income that you’re getting from the foreign project, even though maybe 95% of your work is done in the US.

David Spray:                 Excellent. Excellent point. Well, it sounds like the DISC is just heaven on earth, nirvana, if you will. So, is it just a slam dunk? You just go to town, and that’s it on the DISC, or is there more to it?

Meril Markley:             Well, that’s where you come in. That’s where you come in, Dave, because while the IC-DISC remains an attractive incentive, there’s more to it than just setting up a paper company and watching the tax savings roll in. There are, as you and I have talked about so often over the years, it’s essential that the requirements are met and that they’re fully documented in a timely manner, and they may seem purely mechanical, but missing just one can lead to the IC-DISC being disqualified, and therefore losing the tax exemption on its commission income.

Meril Markley:             In my experience, the sad truth is that not every advisor who claims to be knowledgeable about IC-DISC has the expertise and the resources to prevent that disqualification, but also to maximize the benefits to the owners based on the various methods for computing the IC-DISC commission. So, done right, the IC-DISC can be a useful and legitimate way to reduce federal income tax. So, it warms this tax lawyer’s heart that the IC-DISC is still around. It survives, and it thrives.

David Spray:                 I am glad to know that your heart is warmed by the IC-DISC. I can’t say that everybody’s is. It’s funny, you’ve made me think of a plumbing truck I saw recently, back to the comment about not every advisor who claims to be knowledgeable out the IC-DISC has the expertise, and I always find it interesting the word specialize. To me, specialize implies an exclusion of other services to focus on just the narrow few, and I’ve sometimes seen some firms, because they have such enthusiasm to do as much as they can for their clients, they end up specializing in 120 things. Well, anyway, this truck I saw is a plumbing truck. I even took a picture of it. It said, ‘We specialize in new construction, remodeling, repairs, emergencies, and consulting of new projects,’ or something to that effect, and I was thinking to myself, what does that leave around plumbing that they don’t do?

Meril Markley:             That’s right, and that’s why I am very skeptical of advisors who try to be all things to all people, especially they don’t want to appear to not have a certain expertise in front of their clients, but the client comes first, and it’s important, especially in the IC-DISC area, which is so specialized, that people look to someone with the experience and the expertise.

David Spray:                 Agreed. Agreed. We have a little bit of time left. Do you think we could maybe delve into just a little mini case study or example or two? Obviously with clients being anonymous, but could you maybe give an example of maybe a situation where you introduced IC-DISC into the planning, and maybe how that came to be, or could you maybe just walk us through an example?

Meril Markley:             Well, I can think of one where it just seemed so obvious. The client was a small company. They didn’t want to do any manufacturing outside the US. They had a proprietary product that was very unique in the oil field service business, sort of a chemical product, and they were very worried about someone try to reverse engineer it if they allowed too much of the manufacturing process to go on outside the US, and yet, more than 50% of their customers were foreign customers. So, I suggested that they ought to consider having an IC-DISC, and I was met with blank stares, and like, “Well, what kind of a goofy tax shelter loophole are we talking about here?” As I kept explaining to them about it and how it had evolved over the years and it was still available and it was legitimate and it was in the internal revenue code, they warmed to it, and they did it. And they set it up, and you helped with it, and through years after that, every time I would see them at a cocktail party or some other gathering, the first thing they said was, “That IC-DISC, that’s made all the difference.” So, you can’t ask for more when you’re a tax lawyer. Mostly people are mad at you about something, some bad news you’re trying to tell them, and here’s a client who saw me as a hero because I knew you.

David Spray:                 Well, it sounds like a win-win all around. You were able to be a hero to the client, and you were also a hero to me at the same time, so that is a win all around. What do you find is the biggest reason that people who are eligible for DISC don’t have a DISC, from what you’ve seen in your experience, or maybe several reasons that might come to mind?

Meril Markley:             Yeah. I think it’s a couple of factors, Dave. I can think of a couple of instances when clients said to me that they had raised the issue with their tax advisor who wasn’t familiar with it and poo-pooed it, and just said, “Oh, that’s going to go away, you can’t do that.” So, that’s an education process for anyone who’s advising a company that has export sales, that they should have the IC-DISC as one of the arrows in their quiver, and make sure that they’re pulling it out and shooting it at the target and getting their clients interested in it.

David Spray:                 Okay. This has been my experience in a lot of ways, that it’s really education or lack thereof that’s the main impediment. Maybe not even education. Just knowledge, either by their CPA who maybe has a focus on small to mid market companies, but with no specific exporting focus. They may only have one or two clients that would even qualify, and it seems like these firms serving companies like that, they really need to be a good all-around generalist firm, in things like-

Meril Markley:             Well, and I think another factor that has made IC-DISC more attractive is that since companies have started selling all over the world through the internet, they can be visible to their foreign customers without having to send a salesman to trace around the UAE or something like that. So, they have-

David Spray:                 Oh, right.

Meril Markley:             … more foreign customers than they may have every dreams they would have, and I think one of the important points that you make, Dave, is that it doesn’t require a huge investment to make the IC-DISC work. What’s your basic threshold for when you would tell a client it’s time to consider that they have enough export sales for a DISC?

David Spray:                 Several million dollars. Two, three million dollars of exports, we find it’s usually worth looking at.

Meril Markley:             Well, and as you say, for high margin businesses like design firms and engineering firms, that could be really attractive from the get go because of those higher margins, higher profits.

David Spray:                 I could say so. Now, another angle I’d like to talk to you about, and you’re one of the few people, maybe the only person, who really brought this up as far as this strategy on the DISC, is on foreign companies, foreign-owned companies using an IC-DISC. Can you talk a bit about that?

Meril Markley:             Well, I think that’s still somewhat controversial, and I have never had a client do that. I think in theory, it would work, particularly if the company is … the foreign parent company is a resident of a country with which the US has a treaty, but that’s probably a good question for you to go over with Neal Block.

David Spray:                 Okay. I’ll save that one for Neal. I know that we never had a client that utilized that structure, and I wasn’t sure if that was something you had experience with, personally with one of your clients or not. So, I’ll go over that with Neal, but I got to tell you, I’m pretty sure Neal has not sung the national anthem of an opening game, and I’m also pretty sure you probably have him on the languages, so Neal’s really going to have to step it up when I have him on the program, right?

Meril Markley:             Well, I think you could do hours with Neal on different DISC scenarios that he’s seen and cutting edge approaches that he’s developed to help clients through this process. He’s a very creative guy, so he doesn’t have to sing in order to make his clients happy.

David Spray:                 No, and just to be clear, we’re both huge fans of Neal. I’m just having some fun. Well, Meril, I really appreciate your time today. Was there anything else that we didn’t cover that you think should be mentioned as it relates to IC-DISC or the history of taxation?

Meril Markley:             No. I just think that people ought to go out and get Charles Adams’ book on the history of taxation. It’s a great read for an airplane trip, and it’s full of fascinating tidbits, so maybe we can do an IC-DISC show in the future on all of the mistakes that governments have made and how they’ve changed the course of civilization through tax policy.

David Spray:                 I think that may be a great idea. I’ve made note of the book, and I’m going to add that to my reading list. Well, with that, why don’t we wrap up, and again, Meril, thank you very much for being on the IC-DISC show.

Meril Markley:             Well, thanks, Dave, and thanks for always doing such a great job for my clients. It means a lot to me because when they’re happy, I’m happy.

David Spray:                 Well, it’s always a pleasure working with you and your clients. You have a great day.

Meril Markley:             Thanks, Dave. Bye-bye.

David Spray:                 Bye.