A gift to MIT from an alumnus raises questions
The founder of the Bose Corp., a privately held company that makes high-end audio products, has donated the majority of the company to Massachusetts Institute of Technology, the university said last Friday.
But Amar G. Bose, who received his bachelor’s, master’s and doctoral degrees from MIT and was a professor there from 1956 to 2001, placed some unusual restrictions on the Bose shares he donated to the university.
While the shares give the university majority ownership, they are nonvoting and thus confer no control over the company and its operations. Nor can MIT sell the shares. It will receive dividends from Bose Corp., which Nathaniel W. Nickerson, a spokesman for the university, said in an email would be “used broadly to sustain and advance MIT’s education and research mission.”
While Nickerson said it was “a very significant gift,” he would not discuss the financial details, including the potential value, saying that Amar Bose and Bose Corp. want to “keep details of financial matters confidential.”
MIT officials, in announcing the donation, praised Bose’s teaching and research.
“Amar Bose gives us a great gift today, but he also serves as a superb example for MIT graduates who yearn to cut their own path,” Susan Hockfield, the university’s president, said in an article on its website.
Amar Bose could not be reached for comment.
But some tax experts said the gift and the lack of detail about it raised questions.
“We don’t know much about the terms of this gift, but it seems like it clearly falls into a gray area that has been of concern to Congress,” said Dean Zerbe, national managing director of the tax consulting firm Alliantgroup. “The university needs to be more forthcoming about the arrangements behind this donation so we can get a clear picture of what’s going on.”
Roger Colinvaux, an associate law professor at Catholic University in Washington and previously a staff member of the Congressional Joint Committee on Taxation, also said the gift raised questions for him.
“If the shares truly can’t be sold so that there is some restriction on the university’s ability to transfer stock, then it would suggest it is a contribution of partial interest only, which would not be deductible as a charitable contribution,” said Colinvaux, who recently published an article in The Florida Tax Review that argues that the laws governing charity are outdated and inadequate.
But Erik Dryburgh, a nonprofit lawyer, said he did not see a problem with the gift.
“On its face, I don’t see the abuse or potential abuses that were present in some of the more abusive gift transactions we saw in the past,” Dryburgh said.
Zerbe and Colinvaux said the gift brought to mind various tax shelters involving charities that came under scrutiny during the time they worked in Congress.
Nickerson, however, denied that the gift was similar to those tax strategies.
“Further, it would not be appropriate for us to discuss the taxes of any of MIT’s donors,” he said.
Most of the tax shelters cited by Zerbe and Colinvaux involved an elaborate strategy in which privately held companies gave nonvoting shares to a charity and then, after a time, bought them back. The transactions attracted the attention of regulators puzzled by why donors would give nonprofit groups nonvoting shares, whose value — and thus potential for tax deduction — is limited by their nonvoting nature.
In 2003, the Senate Permanent Subcommittee on Investigations looked into such transactions and found that, in some cases, they were an elaborate way of using a charity’s tax-exempt status to erase tax liabilities for the other shareholders of the company involved.
A charity involved in such a tax strategy would receive income from the company in proportion to the size of its holdings of nonvoting stock. But while that income was taxable, it was not distributed to the charity and stayed at the company to be reinvested.
The charity did not owe taxes on the income, anyway, because it was tax-exempt.
Later, the charity would sell the nonvoting shares back to the company at fair market value, and the company would distribute the income, tax-free, that had been associated with those shares among its other shareholders.
In other, similar cases, charities that received nonvoting stakes in privately held companies through gifts of nonvoting stock used large losses they had incurred on unrelated businesses to offset taxes for other shareholders. Dryburgh wrote a paper on that type of tax shelter.
In 2004, the IRS listed as “restricted” such transactions and denied deductions associated with them.
This article was originally published April 29.