Questions About M & A Tax System

Mergers and acquisitions is a fairly complex process of property transaction, asan effective way to integrate and optimize of stock capital, they have been widelyused in economic activities and their transactions forms are becoming increasinglydiverse. Needless to say, the tax cost of M&A is one of the important factors thataffect the M&A parties’ decision, the way a country designing its corporate taxsystem, especially the value orientation of the income tax system, such as whetherthe tax policy encourage M&A or not, will inevitably affect the timing and mode ofM&A parties. Most likely the M&A parties achieve the purpose of tax avoidancethrough the design of complex structure of the deal. Therefore, the research onlegislative value orientation, the design of specific provisions of the income taxsystem, is undoubtedly of great theoretical and practical significance.However, due to China’s late start in terms of M&A tax system, there aremany system deficiencies, and academia research on M&A income tax system isstill in its initial state. In contrast, the U.S. Federal acquisitions tax system is moremature, and survived inspection and baptism of several waves of M&A. In thispaper, I choose the M&A income tax system of U.S. federal tax laws as the researchobject, and select three very specific questions. By revealing its operationmechanism and legislative value orientation, analyze the legislative rationality anddefects of the income tax legislation and hope to perfect Chinese company M&Aincome tax system. The article is divided into three chapters:The first chapter discusses the relationship between M&A and tax legislation.First of all explain the basic concept and classification of M&A, and distinguishbetween several confusing concepts in practice, then list the main taxes involved inM&A and analyze their impacts to M&A, at last emphasize the importance of taxplanning, especially the importance of the income tax planning. Chapter Two first introduce the development history and main sources of U.S.Federal M&A Income Tax Law, then raises two main value orientation of the U.S.M&A tax laws, namely the encourage of M&A activities and the prevention of taxavoidance type M&A transactions. Next selected three distinctive problems in U.S.M&A income tax system, mainly involving forward triangular M&A and reversetriangular M&A, stock acquisition with the election of§338, treaty shopping incross-border M&A and conduct in-depth analysis on general principle of tax rulesand tax-free rules of the above three specific issues.The third chapter briefly analyzes the status quo of the income tax legislation inChina, summarizes the main source of law, and then pointed out that defect ofChina’s M&A legislation, including system disorders and lack of content. Thischapter also learns from international experience and put forward severalsuggestions to improve our M&A income tax legislation.Due to limited time and capacity, there are many inadequacies in the paper. Theauthor can only rely on the gradual improvement and timely update in future workand learning. In view of the differences in national conditions, the tax legislationscan not be copied directly, but we can learn from the value orientation andlegislative skills, which is the original intention and significance of this article.