| Chinese capital market is becoming more and more perfect,and various policies are gradually converging with the international market.Mergers and acquisitions,as a means of rapid expansion,are becoming more and more common behaviors of listed companies.From the perspective of its motivation,most of them are to improve the competitiveness of the enterprise,improve the operation ability and then improve the profitability,increase the enterprise value,etc.In recent years,with the development of economy,the number and amount of m&a cases in China have increased significantly compared with the early 21 st century,and m&a has become an acquaintance in China’s capital market.However,due to the lack of high level of internal control in most enterprises in China,efficient tax risk management mechanism is rare.In addition,the tax business is very complex in mergers and acquisitions,and the amount of money is generally large.In mergers and acquisitions,enterprises often have tax risks.Therefore,the tax risk management in merger and acquisition is the enterprise’s focus.This paper selected between 2017 and 2018,haida equity m&a kono aluminum case,because both sides of the merger and acquisition,is an a-share listed companies in our country,A new three board for our country listed company,its internal control system integrity is higher,the m&a process more clearly,coupled with mergers and acquisitions both sides for high-tech enterprises,in the aspect of tax incentives are more representative.Through a series of merger,acquisition and reorganization of enterprises and tax risk related literature and research can still found haida shares the kono aluminum merger process of some representative tax risk,including by the legacy of the problems of information asymmetry in the relevant tax risk,based on the complexity of the m&a itself brings the categories of taxes that involve too much cause the tax risk,choice of payment of the tax burden caused by risk,goes against the tax fair principle of natural person shareholder tax risk,financing loans to the risks of tax authorities for the record and m&a integration of tax risk.Therefore,this paper analyzes the tax risk point behind the case,studies the risk causes and internal control defects behind it,and puts forward some targeted Suggestions for the internal tax risk management system of the enterprise according to the tax risk management process of identifying,evaluating,feedback and controlling the tax risk.Finally,based on the analysis results of haida’s merger and acquisition case,this paper proposes that enterprises should avoid all types of tax risks that may occur in the process of merger and acquisition from the perspectives of internal control and merger and acquisition transaction plan design,so as to reduce the negative impact of tax factors on merger and acquisition and daily business activities.Among them,improving the tax risk management awareness,strengthening the understanding of China’s laws and regulations on mergers and acquisitions and related tax treatment policies,and following the principle of maximizing the synergistic effect of both sides of mergers and acquisitions are the basic ideas for the tax risk management of mergers and acquisitions.The enterprises of both sides make joint efforts to reduce the tax risks in the process of merger and acquisition,promote the smooth progress of merger and acquisition,so as to achieve the business goal of maximizing the value of the enterprise.It is hoped that it can provide reference for dealing with tax issues in mergers and acquisitions of Chinese enterprises. |