For the last three weeks the Financial Post, has been reporting on the recent changes to U.S. tax code as they apply to corporate “tax inversions.” More specifically, looking at the possible effect on the Burger King-Tim Hortons deal.
Tax inversion, as per Lexicon is, “A transaction used by a company whereby it becomes a subsidiary of a new parent company in another country for the purpose of falling under beneficial tax laws.”
U.S. companies are not new to this practice and neither are legislators and lawyers. The U.S. first clamped down in 1996, and again in 2004. In 2014, however, they have seen tax inversion deals rise, with 13 deals reaching a total of $315.3 billion having been reached in the first three quarters of 2014, putting added pressure on Congress to make real changes to the U.S. corporate tax system.
The U.S. corporate tax rate is 35% making it the highest in the developed world, and it is also, one of the only countries that makes companies based in the U.S. pay that rate on all worldwide income that the company brings back into the United States. Canada on the other hand, only collects taxes on domestic profits and at a rate of 28%.
In short, tax inversion is to renounce “U.S. corporate citizenship,” although executives often remain U.S. based, the headquarters itself along with the incorporation documents, or patents, are placed in the care of the parent company based in the country with the lowest tax rate.
Will this change anything? Lawyers are saying, no. They instead profess that, “…new deals will quickly sprout up that are even more resistant to regulation.” Lawyers are also questioning, how this will affect “Break-Up Fees” on current M&A deals, but say that the tax law change is not monumental enough to, “…let buyers walk away from the deal,” and that, “…most companies should be able to navigate the changes and complete a successful inversion with proper planning.”
All in all, it is assumed that the majority of deals currently in the works will close, including the Burger King – Tim Hortons deal, that according to CNBC, already meets the new rules. The new tax situation that is brewing south of the border though, should remain closely monitored as calls for change resound on both sides of the aisle for a tax system overhaul.