Research On Tax Risk Of Overseas Mergers And Acquisitions Of Chinese Private Enterprises

As state-owned enterprises shift more focus to internal restructuring and domestic market,the number of overseas M & A transactions of private enterprises has surpassed that of state-owned enterprises for three consecutive years since 2016.In 2018,private enterprises are the main force of overseas M & A in China.There are419 overseas M & A initiated by private enterprises,with the disclosed transaction amount of US $113.894 billion,accounting for 85.16% of the total,and the disclosed transaction amount of 78.67%.However,unlike foreign enterprises,which attach great importance to the possible tax risks involved in M & A,tax risks are often ignored in various risks faced by private enterprises in China.Therefore,this paper focuses on the tax risk of overseas M & A of private enterprises in China,analyzes various tax problems that private enterprises may encounter in overseas M & A,and puts forward corresponding countermeasures to prevent tax risk in overseas M & A of private enterprises through case analysis.First of all,based on the analysis of relevant concepts,theories and tax system,combined with the current situation and characteristics of overseas M & A of private enterprises in China,this paper summarizes the risks often encountered by private enterprises in overseas M & A in China,which can be objectively divided into political risks,legal system risks and social and cultural risks,subjectively including M & a pricing risks,own ability risks and financing risks.Then on this basis,it further analyzes the four major tax risks that private enterprises in China may encounter in overseas M & A: tax system risk,historical tax risk,early tax planning risk and late related party transaction risk,and explains the reasons from three aspects: lack of tax risk awareness,lack of tax related matters investigation and tax related risk response ability to be improved.Secondly,this paper selects the cases of Hebei Xuangong's overseas M & A and Vodafone's overseas M & A for case analysis.In the M & A case of Xuangong in Hebei Province,by analyzing the equity structure,financing arrangement and later integration mode of M & A,this paper summarizes the experience that can be learned for the overseas M & A of private enterprises.In the case of Vodafone's merger and acquisition tax disputes,by focusing on the tax disputes,this paper puts forward somesuggestions on how to avoid the tax disputes in overseas merger and acquisition.Finally,on the basis of the above theoretical basis,current situation analysis and case study,the paper puts forward the relevant countermeasures to prevent the tax related risks of Chinese private enterprises in overseas M & A from the macro level:improving the support system of Chinese private enterprises in overseas M & A by improving the tax system and tax collection and management system,creating a good overseas investment environment,and establishing the guidance system of investment M & A;By carrying out tax due diligence and establishing tax risk assessment model,we can build a tax related risk assessment system for overseas M & A;by selecting a suitable holding financing structure,using the preferential policies of tax system and tax agreement and establishing a later tax management system,we can improve the ability of private enterprises to resist tax related risks.