BIG Tax Relief on House Floor

It’s a big week for S corporations!  The House is scheduled to vote on several small business tax items, including permanently higher section 179 expensing limits and S corporation modernization legislation too!

The S corporation bill, newly-named the S Corporation Permanent Tax Relief Act of 2014, will bundle together HR 4453 (permanent 5-year BIG period) and HR 4454 (basis adjustment for charitable contributions). We expect the bill to be considered by the Rules Committee later today with debate and a vote on the bill to take place Thursday.

Making the five-year recognition period for built in gains permanent has been an S-CORP priority for years, and while we have been successful at enacting temporary reductions in the past, this week’s action marks the first time either the House or the Senate has considered a permanent fix.

By way of background, here are some of the documents we have developed over the years to support the shorter holding period as well as the charitable donation provision:

The case for the shorter five-year recognition period is strong and is certain to help encourage business investment.  As Jim Redpath testified early this year:

I find the BIG tax provision causes many S corporations to hold onto unproductive or old assets that should be replaced. Ten years is a long time and certainly not cognizant of current business-planning cycles. Many times I have experienced changes in the business environment or the economy which prompted S corporations to need access to their own capital, that if taken would trigger this prohibitive tax. This results in business owners not making the appropriate decision for the business and its stakeholders, simply because of the BIG tax.

We are recirculating the business community letter to allow additional groups to sign on is support of BIG tax relief.  We’ll post the letter tomorrow and we will be working with our House allies to ensure the vote on Thursday is as broad as possible.

Senate to Vote on Buffett Tax

While the House is working to reduce the tax burden for S corporations, the Senate is seeking to raise them.  This week, the Senate will consider legislation to provide student loan relief paid for with our old friend, the so-called “Buffett Tax”.

We’ve criticized both the theory and execution of the Buffett tax in the past (here, here and here), and all those arguments still apply:

  • The federal tax code is already steeply progressive;
  • The tax code already has three distinct income taxes – the regular income tax, the Alternative Minimum Tax, and the Affordable Care Act investment tax.  The Buffett Tax would be a fourth!
  • Much of the Buffett tax will fall on the owners of pass-through businesses; and
  • For sales of S corporations, the Buffett tax would eliminate the benefit of the lower tax on capital gains.

The Tax Foundation agrees with our concerns, and posted a nice analysis of the provision when it was introduced last month.   Here’s what they had to say about the structure of the tax:

Besides the 30 percent effective tax rate in the Buffett rule, there is a phase-in of the tax over $1,000,000 of AGI. This phase-in creates a spike in taxpayer’s marginal tax rate of over 50 percent. Our current tax code is no stranger to hidden marginal tax rates caused by phase-ins and phase-outs. However, these are not positive aspects of the code. They obscure peoples’ true tax burden, add unnecessary complexity, and create marginal tax rate cliffs that incentivize people to change behavior to avoid them.

The Buffett Tax vote is tomorrow.  We doubt it will receive the 60 votes necessary for this poorly thought out policy to move forward, but it will be interesting to see who votes to raise taxes on Main Street businesses in order to increase federal spending.

Tax Reform Rehash

The release of Finance Committee tax reform discussion drafts on cost recovery and international tax have laid bare a reality that’s been hiding just below the surface for two years now the visions for reform embraced by the key House and Senate tax writing committees are dramatically different and move in opposite directions.

The international drafts are a good example. The Ways and Means draft would move the tax treatment of overseas income towards a territorial system, while the Baucus draft would move towards a more pure worldwide system by largely eliminating deferral. Here’s how the Tax Foundation described it:

Of the 34 most advanced countries, 28 use a territorial tax system, while only 6, including the U.S., use a worldwide tax system with deferral. No developed country imposes a worldwide tax system without deferral, though some have tried it with near disastrous effects.

Exactly how the two committees could bridge these broad differences in vision is unclear.

For pass-through businesses, the differences are just as stark. Neither committee has released details on overall rates or the treatment of pass-through businesses, but both have made clear the general direction they plan to take.

The Ways and Means Committee seeks comprehensive reform where the top rates for individuals, pass- through businesses, and corporations would be lowered and the differences between them reduced, helping to restore the rate parity that existed from 2003 to 2012. Other provisions in Chairman Camp’s draft would seek to close the differing treatment of partnerships and S corporations, creating a stronger, more coherent set of pass-through rules.

Finance Chairman Max Baucus, on the other hand, appears to actively oppose rate reductions for individuals and pass-through businesses even as he constructs his reform package around a core of cutting rates for C corporations. The inherent inconsistency of lowering corporate rates to make US businesses more competitive while simultaneously defending significantly higher rates on pass-through businesses is stark. The Baucus draft does make a vague reference to “considering” the impact on pass-through businesses, but it is clear that consideration amounts to nothing more than increased small business expensing or something similarly limited.

So the Finance Committee would cut corporate rates and ask S corporations and other pass through businesses to help pay for them. In the end, C corporations would pay a top rate of 28 or 25 percent, while pass-through businesses would pay rates 13 to 20 percentage points higher.

How do they justify this disparate treatment? The double tax on corporate income is often raised as leveling factor. As the Washington Post recently reported, “Today, the Treasury estimates, as much as 70 percent of net business income escapes the corporate tax.”

But “escaping” the corporate tax is not the same as escaping taxation. The simple fact is that pass through businesses pay lots of taxes, and they pay those taxes when the income is earned. The study we released earlier this year found that S corporations pay the highest effective tax rate (32 percent) followed by partnerships (29 percent) and then C corporations (27 percent on domestic earnings).

These findings include taxes on corporate dividends, so some of the double tax is included. They do not include capital gains taxes due to data limitations. Including capital gains would certainly close the gap between C and S corporations, but enough to make up 5 percentage points of effective tax? Not likely. Meanwhile, the study focused on US taxes only, so it doesn’t attempt to capture the effects of base erosion or the ability of C corporations to defer taxes on foreign income for long periods of time.

All in all, the argument against pass through businesses is based on some vague notion that these businesses are not paying their fair share. The reality is just the opposite. By our accounting, they pay the most. That means that, all other things being equal, today’s tax burden on S corporations makes them less competitive than their C corporation rival down the street.

Real tax reform would seek to make all business types more competitive by lowering marginal rates while also helping to level out the effective tax rates paid by differing industries and business structures. That’s the basis behind the three core principles for tax reform embraced by 73 business trade associations earlier this year: reform should be comprehensive, lower marginal rates and restore rate parity, and continue to reduce the double tax on corporate income.

These principles are fully embraced by Chairman Camp and the Ways and Means Committee. They appear to have been rejected by the Finance Committee. Which begs the question: What exactly is the goal of the Finance Committee in this process? Is it just to raise tax revenues? You don’t need “reform” to do that.

Whatever their goal, the gap between the House and the Senate is enormous, and unlikely to be closed anytime soon. Chairman Camp continues to press for reforms that would improve our tax code, but he’s going to be hard pressed to find common ground with what’s being outlined in the Senate.


With the timeline for tax reform being pushed back, there is a bit more discussion of what to do about tax extenders. The whole package of more than 60 provisions expires at the end of the year and to date there’s been little discussion regarding how or when to extend them. As the Tax Policy Center noted this week:

It isn’t unusual for these mostly-business tax breaks to temporarily disappear, only to come back from the dead a few months after their technical expiration. But this time businesses are more nervous than usual. Their problem: Congress may have few opportunities to continue these so-called extenders in 2014. This doesn’t mean the expiring provisions won’t be brought back to life. In the end, nearly all will. But right now, it is hard to see a clear path for that happening.

While the future is murky as always, a few points of clarity do exist:

  • Nothing will happen before the end of the year. The House will recess this weekend and not return for legislative business until mid-January. Even if it took up extenders promptly after returning, which is highly unlikely, the soonest an extender package can get done would be February or March.
  • Coming up with $50 billion in offsets to replace the lost revenue will also be a challenge. Congress is tackling a permanent Doc Fix right now, which requires nearly three times that level of offsets. Coming up with an additional $50 billion will not be easy.
  • The lack of an AMT patch also is hurting urgency for the package. Congress permanently addressed the Alternative Minimum Tax earlier this year, which is good news, but that action also removed one of the most compelling catalysts for moving the annual extender package. Annually adopting the AMT patch protected 20 million households from higher taxes. That incentive is now gone.

All those points suggest that the business community has a long wait before it can expect to see an extender package move through Congress.

Or does it? One of the most popular extenders is the higher expensing limits under Section 179. This small business provision allows firms to write-off up to $500,000 in capital investments in 2013, as long as their overall amount of qualified investments is $2 million or less.

Beginning in 2014, these limits will drop to $25,000 and $200,000 respectively.

You read that correctly. Starting January, business who invest between $25,000 and $2 million in new equipment will no longer be able to write-off some or all of that cost in year one. Talk about an anti-stimulus. Coupled with the loss of bonus depreciation, the R&E tax credit, and the 5-year holding period for built in gains, and the expiration of extenders will have a measurable effect on the cost of capital investment for smaller and larger businesses alike.

This reality is beginning to sink in both on Main Street and the investment community, where certain industries rely on these provisions as a core part of their business plans in coming years. It’s too soon to see how much momentum the loss of these provisions will generate in coming months, but cutting the expensing limit from $500,000 to $25,000 in one year is bound to attract somebody’s attention.

S-CORP Opposes Senate Sequestration Bill

The Senate is voting today on legislation to swap the sequester spending cuts with a package evenly divided between other spending cuts and targeted tax hikes.

The core tax hike in this package is our old friend - the Buffett Tax. We’ve previously pointed out the serious flaws in both the premise and the execution of the Buffett Tax. The provision contained in S. 388 suffers from all these flaws.

How would it work?

In this case, the bill would impose a new, minimum tax of 30 percent on taxpayers earning $5 million or more. The minimum tax would begin to phase-in once a taxpayer’s income rises above $1 million. In effect, the new tax would result in three distinct tax codes, each with its own rate schedule and definition of income:

  • The Individual Income Tax
  • The Alternative Minimum Tax
  • The New Fair Share Tax

So, if enacted, shareholders of successful S corporations and other taxpayers would be forced to calculate their taxes three different ways. First, they’d have to calculate their regular income tax, then they’d have to calculate their liability under the AMT, and then, finally, they’d have to calculate their new Fair Share tax obligation. In the end, they would pay whichever is greater.

For successful S corporations and other pass-through businesses, this policy would just add to the long list of tax challenges they face. C corporations would not pay the Buffett Tax just as they don’t pay the individual AMT (there is a corporate AMT, but it doesn’t seem as pervasive). And unlike C corporations, the top rates on pass-through businesses just went up from 35 percent to a high of nearly 45 percent.

At a time when the rest of Washington is focused on tax reform, the Senate is considering policies that move in exactly the opposite direction. This is anti-tax reform, but apparently it polls well, so it’s in the package.  The Senate will defeat this effort to swap lower spending for higher taxes today, and at some point, serious minds will assert themselves and begin to consider serious efforts at comprehensive tax reform that lowers the rates and broadens the base. In the meantime, we have this.

“Corporate-Only” Tax Reform

It’s hard to distinguish “corporate” tax reform advocates with “corporate-only” advocates these days. We like the former and work closely with them to support comprehensive tax reform - reform that includes individuals, pass-through businesses and C corporations. On the other hand, the latter group seems to spend as much time pushing for higher taxes on pass-through businesses as they do calling for lower rates on C corporations. They are definitely not our friends.

So, which category does this group fall into?

We are writing as a group of academic and consulting economists who believe that the U.S. corporate income tax rate should be reduced from its current 35 percent level to one that is competitive with the rates in almost all other major industrial countries.Such a move would likely lead to a more efficient allocation of resources, increased investment and employment in the United States, and higher wages.

Let’s be clear. We agree that the 35 percent corporate rate is too high and should come down. Moreover, many of the 20 economists who signed the letter are our friends and agree with us nine times out of ten on what constitutes “good tax policy.”

That being said, what about the rates imposed on pass-through businesses? The letter is silent on them despite the fact that those businesses that earn most of the business income and employ most of the workers? Their top rate is closer to 45 percent, not 35 percent. That higher rate also “undermines job creation and reduces wages,” doesn’t it?

You bet it does, but this economist statement fails to acknowledge even the existence of America’s flow-through sector and it ignores the impact of the new higher rates on pass-through businesses and the 70 million workers they employ. Worse, by limiting its focus to rate reduction for C corporations, it lends credibility to those few remaining voices who argue that the “corporate-only” approach is both feasible and good policy. The simple response is its not - Congress either tackles tax reform in a comprehensive manner or not at all.

Perhaps it’s time for a “Pass-Through Business Economist Statement.”

Built-In Gains Relief in Fiscal Cliff Deal

Happy New Year everyone!

As everyone knows, the President signed into law H.R. 8, the so-called mini deal addressing the fiscal cliff yesterday.

The agreement was the result of negotiations between Vice President Biden and Senate Republican Leader McConnell and effectively reduces tax revenues over the next ten years by just short of $4 trillion dollars.

It passed the Senate easily early New Year’s morning by an 89-8 vote and then, after a little drama with the House Republican conference, passed that body on a much closer 257-167 vote that evening.

For S corporations, the package is a mixed blessing. Under the agreement, top rates are going up for shareholders making more than $450,000 (joint filers) starting January 1st, but those rates were going up anyway had Congress and the Administration failed to come together and now they are offset with permanent AMT relief, permanent estate tax rules, 179 expensing, and lower rates on dividends.

Bottom Line: Compared to where tax policy would have been without an agreement, the S corporation world is in a much better place starting out 2013 with H.R. 8 signed into law.

Specific to the work we’ve been doing, the bill includes an extension of the five-year built-in gains (BIG) holding period for tax years beginning in 2012 and 2013! The specific language is in Section 326 (page 54) of the bill. The bill also extends the basis adjustment to stock of S corporations making charitable contributions of property.

Many, many thanks to our congressional allies, including Sen. Ben Cardin (D-MD), Sen. Olympia Snowe (R-ME), Rep. Dave Reichert (R-WA), and Rep. Ron Kind (D-WI) for helping to ensure the BIG provision was included in the extender package.

Other highlights in H.R. 8 include:

  • Permanent extension of the marginal rates for individuals making under $400,000 and couples under $450,000;
  • Permanent extension of the PEP and Pease personal exemption and itemized deduction phase-outs for individuals making under $250,000 and couples under $300,000;
  • Permanent extension of current capital gains and dividends rates for individuals making under $400,000 and couples under $450,000. (For those over those thresholds, the rate for both cap gains and dividends is 20 percent (plus the new 3.8 percent tax from the healthcare bill));
  • Permanent estate tax relief providing for a $5 million exemption ($10 million for couples) and a new top tax rate of 40 percent;
  • Permanent AMT relief;
  • Tax extenders, including built-in gains relief (generally for 2012 and2013);
  • One-year extension of bonus depreciation;
  • Five-year extension stimulus bill tax credits;
  • One-year extension of unemployment benefits;
  • One-year extension of the Medicare reimbursement rate for doctors (“Doc Fix”/SGR) offset with other healthcare related provisions;
  • Two-month delay in the sequester offset in part with the new tax revenue generated from the package and in-part with spending cuts; and
  • Extension of farm policies through September.

Outlook for 2013

With the fiscal cliff out of the way, attention will now shift to the upcoming debt limit fight and the possible contents of a deficit reduction package to accompany legislation to raise the debt limit.

Treasury announced in late December that federal debt had reached the current limit and that, by using extraordinary measures, it could keep overall debt under the caps only until sometime in late February or early March. Which means that Congress, having just finished the contentious fiscal cliff fight, will have to turn almost immediately to a sure-to-be-just-as-contentious debt limit fight.

Other reasons tax policy will remain front and center in coming months:

  • Ways and Means Chairman Dave Camp has promised to consider broad-based tax reform early 2013: “We can and will do comprehensive tax reform this year, in 2013″;
  • The two-month delay in across-the-board spending cuts (sequester) expires on March 1st; and
  • The Continuing Resolution funding the federal government sunsets March 27th.

All these events suggest that, whether they want to or not, Congress will be knee deep in tax policy from now until all of this gets resolved.  Having just seen S corporation tax rates rise from 35 percent to nearly 45 percent, the S corporation community needs to be as active as ever in making the case why further tax hikes on pass-through employers is bad for jobs and economic growth.
That’s the message we’ll be taking to the Hill, starting now.

S-Corp Supports Plan B

Text of the letter we sent to Speaker Boehner earlier today:

Dear Speaker:

The S Corporation Association would like to thank you for all your work over the past two years to protect closely-held businesses and ensure that as Congress considers changes to the tax code, privately-owned businesses are not harmed or singled out.

With that in mind, the S Corporation Association supports H.J. Res. 66, the “Permanent Tax Relief for Families and Small Businesses Act of 2012.” While H.J. Res. 66 would allow tax rates to rise for S corporation owners with incomes above $1 million — something we oppose — it is the best of all the options before Congress and it sets the stage for comprehensive, pro-growth tax reform in 2013.

By making permanent relief from higher rates (up to the $1 million threshold), the estate tax, the Alternative Minimum Tax, and the limitations on deductions, H.J. Res 66 helps privately-held businesses immediately by giving them the certainty they crave. The recent sharp decline in the National Federation of Independent Businesses’ survey of small business owners should serve as a grave warning to all policymakers — Congress needs to act now to provide private employers with certainty or risk seeing the small business sector, and the economy as a whole, pull back and contract. H.J. Res 66 provides some of that certainty.

Moreover, H.J. Res 66 improves the odds that Congress will be able to enact meaningful, comprehensive tax reform in 2013.By making the permanent a large part of the tax code, the legislation ensures that the debate over tax reform will be focused on moving the tax code forward through rate reductions and base broadening, rather than endlessly debating the continuation of existing provisions that are due to sunset sometime in the future.

The S Corporation Association has been a leading voice in the business community in opposing raising marginal tax rates on employers while supporting comprehensive tax reform that lowers rates on all forms of business income. The legislation before the House of Representatives is not perfect, but it is our view that it is the best of all options being considered, and it does the best job of setting the stage for the enactment of positive tax policies moving forward.

Thank you for your efforts and for continuing to defend private enterprise.

The vote on Plan B is scheduled for tonight.

Can Main Street Businesses Elect C Corp Status? Should They?

The idea that corporate-only tax reform isn’t so bad because Main Street businesses can elect C corporation status and access the lower rates has been floating around DC for months, but we’ve never had the idea sourced until last week’s Politico Pro report:

“A lower corporate tax rate that will keep American businesses more competitive in an increasingly global economy is critically important, but it cannot come on the backs of the small business community, which is why corporate reform must be linked with individual reform,”  Caldeira said Tuesday afternoon in his statement to POLITICO.

Groups like the RATE Coalition - which represents larger corporations such as AT&T, Boeing, Ford, Lockheed Martin – dispute this logic.

Elaine Kamarck, the coalition’s co-chair, said last week that the two overhauls should be separate and that small businesses could just switch to the corporate code.

“There’s also an argument that some of those [small] businesses and pass-throughs might become corporate,” she said. “There is nothing that keeps them from switching. Because of the high corporate tax rate they don’t file [under the corporate code]. So I think that is less of a problem than some people would guess it to be.”

A later version of the story included this new quote:

A spokesman for the group, which represents big names such as AT&T, Boeing, Ford and Lockheed Martin, said Tuesday evening, however, that Kamarck’s views were her own and the coalition supports comprehensive tax reform.

We’re glad the RATE Coalition clarified that they support comprehensive reform, but what about the other issue raised here. If the corporate rate is reduced, should pass-through businesses just switch to C status to access the lower rates? The answer is no. Here are the main points:

It’s the opposite of tax reform. Taken as a whole, the corporate-only approach is effectively “anti-tax reform” in that it will return us to the pre-1986 era, when corporate tax rates were significantly lower than the top individual rate and tax shelters and gaming dominated taxpayer behavior.

  • It’s a tax hike either way. S corporations that retain their S status would pay a top rate of 45 percent on their earnings. Meanwhile, those that switch to C corporation status would pay the new lower corporate tax of 25 percent, but also be subject to the second layer dividend tax. The dividend rate is scheduled to rise from 15 to 45 percent next year, so the total effective tax on the new C corporation would be as much as 59 percent! With the lower dividend rate envisioned in the Senate-passed bill, the combined rate still would exceed 40 percent.
  • The double tax applies to the sale of a closely-held C corporation too. When an S corporation owner sells their business, they pay the capital gains rate on any gain. The same treatment applies to the shareholder of a publicly traded corporation — they pay a single tax at the capital gains rate. But gains from the sale of a closely-held C corporation are taxed twice, first at the corporate rate and again at the capital gains rate. Even with the lower corporate rate of 25 percent, that still means a total effective tax of over 40 percent.

Let’s take these points one at a time:

  1. Corporate-Only is Anti-Tax Reform

S-Corp Advisor Tom Nichols hit this point in his testimony before Ways and Means earlier this year:

When I first started practicing law in 1979, the top individual income tax rate was 70 percent, whereas the top income tax rate for corporations taxed at the entity level (“C corporations”) was only 46 percent. This rate differential obviously provided a tremendous incentive for successful business owners to have as much of their income as possible taxed, at least initially, at the C corporation tax rates, rather than at the individual tax rates, which were more than 50 percent higher.

This tax dynamic set up a cat and mouse game between Congress, the Department of the Treasury and the Internal Revenue Service (the “Service”) on the one hand and taxpayers and their advisors on the other, whereby C corporation shareholders sought to pull money out of their corporations in transactions that would subject them to the more favorable capital gains rates that were prevalent during this period or to accumulate wealth inside the corporations. Congress reacted by enacting numerous provisions that were intended to force C corporation shareholders to pay the full double tax, efforts that were only partially successful.

Efforts to lower the corporate rates while raising individual and pass-through rates should be deemed “anti-tax reform.”  They will return us to the world Tom describes above, effectively reversing the broad changes made by Congress in 1986 and creating a tremendous incentive for taxpayers to organize their income to take advantage of the lower corporate rates and then shelter that same income from the higher rates.

  1. Either Way, It’s a Tax Hike

Consider the scenario embraced by the Administration, where the top marginal rate for individuals rises to 45 percent, the corporate rate drops to 25 percent, but the tax on dividends increases to 45 percent:

      • Under the current rules, if our S corporation made $100 dollars this quarter, its shareholders would pay $35 in federal taxes (same as a C corporation) regardless of whether the income is distributed or retained by the business.
      • Next year, under the Obama scenario where the top rate rises to 39.6 percent, plus the new 3.8 percent investment tax, plus the reinstatement of the Pease limitation on deductions, our S corporation’s shareholders could pay as much as $45.
      • Finally, if we were able to convert to C, we would pay $25 initially but then face a choice — either retain the income at the firm and avoid the second layer of tax, or pay out a dividend and pay another $34 in taxes (the 45 percent dividend tax times $75), for a total tax hit of $59. If the dividend rate is 23.8 percent next year (as proposed by the Senate), then the combined tax would be 43 percent.

You’ll notice that the converted C corporation has a very strong incentive to keep its post-tax income within the firm and not pay that second layer of tax. If our business has a single, active shareholder, it might be an option. He can just retain the earnings and adjust his salary and bonus to meet his income needs and shelter the rest (see argument 1).

But what if we have multiple shareholders, many of whom don’t work at the business and rely on the business’ income to finance their lives?  Avoiding the second layer of tax isn’t really an option there, so converting to C would be less attractive, particularly with the possibility of a 45 percent tax rate on dividends.

Meanwhile, for S corporations that retain their earnings, lowering only the headline C corporation rate means that their publicly held competitors would pay a lower tax on earnings retained in the business, in addition to having access to the public markets and all of the other advantages of being a much larger business. Does this make sense when most job creation comes from pass-through businesses?

  1. Double Tax Applies to Business Sales

The “they can just convert” argument also ignores the penalty closely-held C corporations face when they are sold. The 1986 Tax Reform Act applied the double layer of tax onto sales of closely-held C corporations, which means a C corporation sold this year is subject to a combined federal tax rate of nearly 45 percent versus just 15 percent for the sale of an S corporation. Under the Obama approach of lower corporate rates but higher capital gains rates, the effective tax would be 43 percent.

This double tax makes switching to C corporation status a non-starter for any entrepreneur who might sell their business someday. Many business sales are tied to the retirement of the owner, where the proceeds are used to fund their retirement, so rates that high are a threat to their retirement security.

It’s different for publicly held C corporations. Individual stockholders can sell at any time, often at higher multiples, and business to business acquisitions can be done with stock, often on a tax-free basis, once again giving public C corporations a tax advantage over private ones.

So arguing that pass-through businesses can just “convert” simply is not credible. Some businesses might be in a position to switch to C status, but there are higher taxes waiting on the other side. Given that pass-through businesses employ more than half the private sector workforce, how does any of this make sense? More broadly, how does forcing more companies into the inefficient and investment-stifling double tax model make America’s companies more competitive? Sounds like a plan to do the exact opposite.

error: Content is protected !!