The Effect of Investment Income Taxes on Acquisitions

The Effect of Investment Income Taxes on Acquisitions
Author: Paul Douglas Mason
Publisher:
Total Pages: 260
Release: 2015
Genre: Capital gains tax
ISBN:

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This dissertation consists of two research papers examining the effects of investment income taxes on acquisition transactions and prices. I specifically examine the effect of such taxes on public to private transactions as well as the prices paid for target firms in cash-for-stock deals. In Chapter 2, I demonstrate that capital gains tax rates and dividend tax rates can have differing effects on acquisition premiums. Using the passage of the Taxpayer Relief Act of 1997 and the Jobs and Growth Reconciliation Relief Act of 2003, I empirically test the effect of capital gains taxes and dividend taxes on acquisition premiums. My results suggest acquirers tend to pay more for targets following a reduction in the capital gains tax rate in order to capitalize on higher after tax valuations of the target thus supporting the capitalization theory of taxation. However, targets are more likely to receive a lower acquisition premium from acquirers when the target was likely to payback shareholders in the future with dividends. My results also show that large dividend tax rate changes can offset the potential increase in acquisition premiums from a capital gains tax rate reduction. This paper makes an important contribution to the literature in documenting how and to what extent tax policy effects transaction prices. In Chapter 3, I provide the first empirical investigation of personal investment income tax effect on public firms' going private transactions. Using the Taxpayer Relief Act of 1997 and the Jobs and Growth Tax Relief Reconciliation Act of 2003, I find that personal investment income tax reduction increases the likelihood of public firms' going private. Cross-sectional analysis on acquirers with different tax sensitivity shows that the private equity (PE) participation increases the likelihood of public firms' going private more after tax cuts than without PE. I attribute this result to PE investors' increased incentive to capture the benefit of personal investment income tax reductions by taking public firms private. My findings demonstrate that personal investment income taxes and PE compensation structure in the form of carried interest have statistically and economically significant impact on public firms' going private transactions.

Tax Aspects of Acquisitions and Mergers

Tax Aspects of Acquisitions and Mergers
Author: Philip Cooke
Publisher: Springer
Total Pages: 160
Release: 1983-10-31
Genre: Business & Economics
ISBN:

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Compilation of country studies by various contributors dealing in a comparative way with the taxation and other related aspects of acquisitions and mergers, both at the domestic level and cross-frontier. Includes general report and country reports on Belgium, Canada, Denmark, France, Germany, Ireland, Italy, Netherlands, Spain, United Kingdom and United States of America.

Effects of Taxation: Corporate Mergers

Effects of Taxation: Corporate Mergers
Author: John Keith Butters
Publisher: Boston, Division of Research, Graduate School of Business Administration, Harvard U
Total Pages: 394
Release: 1951
Genre: Consolidation and merger of corporations
ISBN:

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The Effect of Shareholder-Level Capital Gains Taxes on Acquisition Structure

The Effect of Shareholder-Level Capital Gains Taxes on Acquisition Structure
Author: Benjamin C. Ayers
Publisher:
Total Pages:
Release: 2004
Genre:
ISBN:

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This study investigates the effect of shareholder capital gains taxes on the structure of corporate acquisitions. We analyze a sample of large publicly-traded firms acquired in taxable cash-for-stock and tax-free stock-for-stock acquisitions from 1975 to 2000. We model acquisition structure (i.e., taxable cash-for-stock acquisitions versus tax-free stock-for-stock acquisitions) as a function of target shareholder capital gains taxes and other economic factors believed to influence acquisition structure. Consistent with expectations, we find a positive association between the capital gains tax rate for individual investors and the use of tax-free stock-for-stock acquisitions. In addition, we find that the effect of the capital gains tax rate for individuals decreases with target institutional ownership (a proxy that represents the likelihood the price-setting shareholder is not subject to the individual capital gains tax rate). We reconcile our analyses with previous studies and identify a plausible explanation for the lack of results in prior research. In supplemental analysis, we also report evidence that corporations time the completion of taxable acquisitions around major tax rate changes to minimize shareholder capital gains taxes. In sum, results suggest that shareholder-level taxes have a significant effect on the choice of taxable cash-for-stock versus tax-free stock-for-stock acquisitions, and this effect varies with the tax status of target shareholders.

Tax Policy Aspects of Mergers and Acquisitions

Tax Policy Aspects of Mergers and Acquisitions
Author: United States. Congress. House. Committee on Ways and Means
Publisher:
Total Pages: 972
Release: 1989
Genre: Consolidation and merger of corporations
ISBN:

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The Impact of Investor-Level Taxation on Mergers and Acquisitions

The Impact of Investor-Level Taxation on Mergers and Acquisitions
Author: Eric Ohrn
Publisher:
Total Pages: 51
Release: 2019
Genre:
ISBN:

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Investor-level taxation may distort merger and acquisition decisions when capital gains are taxed at a preferable rate, relative to dividends. The intuition is that the value of a target's assets depends on whether the target is acquired. If it is acquired, then the firm's equity is taxed at the capital gains rate. If, instead, the target is not acquired, then eventually the equity will be distributed as dividends and taxed at the dividend tax rate. This tax discount means acquisitions have a tax preference, relative to dividend payments, for potential acquiring firms that pay dividends. As a result, the tax discount distorts the mergers and acquisitions of dividend-payers, leading them to do more and lower quality deals. To test for the existence and effects of this tax discount on merger and acquisition behavior, we exploit quasi-experimental variation created by the Jobs Growth and Tax Relief Reconciliation Act of 2003, which equalized dividend and capital gains rates, eliminating the tax discount. We find that acquiring firms with larger tax discounts before 2003 made higher quality acquisitions after the discount was eliminated. These results support the existence of a tax discount prior to 2003 and suggest that re-implementing the same wedge between dividend and capital gains rates would cause lower quality acquisitions that would destroy approximately $59 billion of the value of mergers and acquisitions in the United States annually.

The Impact of the Tax Cuts and Jobs Act on Foreign Investment in the United States

The Impact of the Tax Cuts and Jobs Act on Foreign Investment in the United States
Author: Mr. Alexander D Klemm
Publisher: International Monetary Fund
Total Pages: 30
Release: 2022-05-06
Genre: Business & Economics
ISBN:

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The 2017 Tax Cuts and Jobs Act (TCJA) sharply reduced effective corporate income tax rates on equity-financed US investment. This paper examines the reform’s impact on US inbound foreign direct investment (FDI) and investment in property, plant and equipment (PPE) by foreign-owned US companies. We first model effective marginal and average tax rates (EMTRs and EATRs) by country, industry, and method of finance, and then use those tax rates to calculate the tax semi-elasticities of inbound FDI and PPE investment. We find that both PPE investment and FDI financed with retained earnings responded positively to the TCJA reform, but FDI financed with new equity or debt did not. In country-level PPE regressions, inclusion of macroeconomic controls renders tax rate coefficients insignificant, suggesting that the increase in PPE investment after TCJA was driven by general economic growth. In regressions of FDI financed with retained earnings, however, tax coefficients were robust to inclusion of macroeconomic controls. As the literature predicts, EATRs have a greater impact on cross-border investment than EMTRs. Country-by-industry regressions showed a larger effect of taxes on PPE investment than aggregate country-level regressions, but industry-level tax rates appear to have no effect on earnings retention.