How do tax and accounting policies affect cross-border mergers and acquisitions?

Abstract

Using a large sample of mergers and acquisitions from 27 countries over a 16-year period, I investigate how differences in tax and financial reporting policies affect the premium and structure of cross-border mergers and acquisitions. I find evidence that firms pay a premium to reduce the tax risk associated with strict transfer pricing rules. Further analysis segments acquisitions into those that are strictly financial versus those that are more strategic. Financial acquisitions are those where the acquirer is making the purchase for investment purposes rather than strategic reasons. These financial transactions generally lead to less integration between the two companies and therefore less inter-company transactions involving transfer pricing. Evidence based on this segmentation suggests that only differences in transfer pricing risk for non-financial acquisitions are priced. The results suggest that while on average non-financial acquirers will pay a higher premium to reduce transfer pricing risk regardless of industry, only those in highly scrutinized industries with high levels of intangibles, such as pharmaceuticals, will demand a discount for transactions which increase transfer pricing risk. In tests of acquisition structure, I find that shareholder-level capital gain taxes influence the structure of an acquisition. The influence of shareholder-level taxes is reduced by the presence of information asymmetry concerning the acquirer’s stock value. However, higher quality financial reporting reduces information asymmetry and improves the tax efficiency of acquisition structure providing tangible economic benefit to shareholders.