Auswirkungen der deutschen Unternehmensteuerreform 2008 und der österreichischen Gruppenbesteuerung auf den grenzüberschreitenden Unternehmenserwerb

Using a simple model under certainty we show the implications of the new group relief system in Austria effective from 2005 and the reform act of business taxation 2008 in Germany on cross border marginal purchase prices and marginal seller prices concerning incorporations. The results show that the new group relief in Austria does not imply a higher marginal purchase price for a subsidiary located in Austria by an Austrian investor in comparison to his German competitor. If the German reform act of business taxation 2008 is not taken into account a German investor is able to pay higher marginal prices at the Austrian and German transaction market for companies. Considering the German tax reform act the situation changes. Now the Austrian investor is able to pay higher marginal prices for subsidiaries located in Germany and Austria.     

Wem droht die Zinsschranke? Eine empirische Untersuchung zur Identifikation der Einflussfaktoren

One important aspect of the German corporate tax reform 2008/2009 is the introduction of an EBITDA-based interest deduction limitation. This article focuses on the questions how many and which companies are threatened by this so-called “interest ceiling rule”. Based on an analysis of 77.464 financial statements of German corporations this limitation is relevant for 561 up to 1.511 companies. Thus, this thin-capitalization rule affects more companies than expected by politics. Additionally, we derived several hypotheses from theory concerning possible distortions caused by this rule and tested them empirically. As a result, the “interest ceiling” does affect systematically large, less profitable companies, those with high collaterals as well as holding and real estate companies. Consequently, domestic corporate decisions will be distorted and the theorem of production efficiency is violated.     

Payout policy,taxes, and corporate insiders: evidence from the German Tax Reduction Act 2001

Based on a large panel data set of listed German firms we analyze the corporate payout behavior around the German Tax Reduction Act 2001 (GTRA). The GTRA has considerably changed the tax preference of shareholders and consequently affected the attractiveness of different forms of payout. Using the tax reform as an exogenous source of variation we examine whether payout decisions are driven by corporate insiders or by influential shareholders. We find that the GTRA 2001 reduced both the propensity to pay dividends as well as their size. However, we find that in those firms where management board members hold substantial stakes, dividend payout behavior has not changed in the aftermath of the GTRA. This effect does not depend on the existence of other influential shareholders as for instance institutional shareholders. Hence, we conclude that the dividend policy is strongly driven by the interests of corporate insiders.     

Tax attractiveness and the location of German-controlled subsidiaries

This paper analyzes whether taxation has an influence on the location decisions of multinational enterprises. We employ a novel set of 22 tax variables, such as the taxation of dividends and capital gains, withholding taxes, the existence of a group taxation regime, and thin capitalization rules. Furthermore, we use the Tax Attractiveness Index, a new aggregate measure containing the 22 tax variables. Our count data regression analysis is based on a novel hand-collected dataset consisting of the subsidiaries of German DAX30 companies in 97 countries. Controlling for non-tax effects, we find that a country’s tax environment has a significantly positive effect on the number of German-controlled subsidiaries and, therefore, on the location decisions of German multinational enterprises. Specifically, our analysis reveals that German multinational firms place affiliates in countries that offer favorable statutory tax rates, withholding taxes, double tax treaty networks, and holding incentives. Additionally, we find that the Tax Attractiveness Index has explanatory power in subsidiary location decisions and, therefore, it can be used as alternative composite measure, for example, when 22 single tax variables are not at disposal.     

Conflict in foreign subsidiaries of Japanese and western multinational corporations: The impact of cultural distance and differences in home-host country combinations

This article investigates the degree of conflict between different groups of employees in MNC subsidiaries in relation to different home-host country combinations. More specifically, we compared the degree of conflict of Western subsidiaries in Japan and Japanese subsidiaries in the West. We based our comprehensive investigation on data from 617 US and German subsidiaries in Japan as well as Japanese subsidiaries in the USA and Germany (and, for comparative reasons, US subsidiaries in Germany and German subsidiaries in the US). Possibly rather surprisingly, our results indicate that different degrees of cultural distance between home and host country do not lead to different degrees of conflict in MNC subsidiaries. We suggest that expected conflicts, due to substantial cultural differences, induce employees to actively counteract such problems, leading ultimately to a reduction of real conflicts. Furthermore, while previous literature suggested that in particular Japanese subsidiaries in the West are prone to a high degree of conflicts, our findings suggest that Western subsidiaries in Japan are even more conflict-laden. This should caution Western companies against complacency when operating in Japan.     

Income determination for corporate tax purposes using IFRS as a starting point: evidence for listed companies within Austria, Germany, and The Netherlands

The internationalisation of financial accounting and the European Commission’s ambition to harmonise corporate taxation have raised the question whether IFRS accounts could be used for tax purposes. In order to quantify the effects of an IFRS-based taxation on corporate tax burdens in different EU member states, we estimate firms’ tax equity using notes on income taxes in IFRS financial statements of companies listed in Austria, Germany, and The Netherlands. The difference between estimated tax equity and IFRS-equity, adjusted for the effect resulting from the recognition of deferred taxes, shows the effect of using IFRS as a tax base on the present value of corporate taxes. We find that estimated tax equity is mostly lower than IFRS-equity, indicating that an IFRS-based taxation would often increase the present value of corporate taxes. The median of estimated tax equity is 5.6 % (Austria), 6.4 % (Germany) and 9.0 % (The Netherlands) below IFRS-equity. However, an IFRS-based taxation does not always induce higher equity as often argued in the literature. In 307 of 1,113 totally analysed firm-years, estimated tax equity exceeds IFRS-equity. To find a further estimation for the effects of tax base reforms we also approximate the total stock of unused tax losses and the amount of useable tax losses. We find that deferred tax assets for unused tax losses are depreciated to a substantial extent.     

Corporation taxes and the debt policy of multinational firms

This paper analyzes the impact of corporate taxes on the capital structure of foreign subsidiaries of multinational firms. The empirical investigation employs a large micro-level panel dataset of German multinationals covering 31 countries over a 10-year period. A special feature of this dataset is that it allows us to distinguish between internal and external debt financing. Our results confirm a positive effect of local tax rates on both types of debt. Moreover, while adverse local credit market conditions are found to reduce external borrowing, internal debt is increasing, supporting the view that the two channels of debt finance are substitutes. Our findings suggest that internal credit markets give rise to significant advantages and enhance multinationals?? opportunities to use debt as a tax shield.     

Gender diversity management in foreign subsidiaries: A comparative study in Germany and Japan

Gender (in)equality varies strongly across countries. However, research has not sufficiently addressed how subsidiaries of multinational companies respond to differences in gender equality between home and host countries. Based on interviews with 34 managers, our study explores how subsidiaries experience gender-related challenges in their home and host countries, what kinds of practices they implement to increase gender equality, and which role the headquarters play in the implementation of these practices. We do so by examining the cases of German subsidiaries in Japan and Japanese subsidiaries in Germany, two countries that differ greatly in gender equality. Building on our analysis, we systematically compare how subsidiaries respond to the institutional pressures from their home and host countries and develop a theoretical model that illustrates how gender diversity management in a subsidiary is contingent on the interaction of (1) global integration pressure from the headquarters and (2) the level of gender equality in the home country relative to the host country, linked via different types of collaboration and practice transfer from the headquarters. Theoretical and practical implications of our findings are discussed.     

Managing corporate community responsibility in multinational corporations: Resolving institutional duality

Addressing calls to explore how subsidiaries of MNCs operating in different institutional contexts resolve institutional duality, this paper brings together dual theoretical explanations from legitimacy and neo-institutional theory, to examine how decision-making for corporate community responsibility (CCR) occurs across ten subsidiaries operating in Sri Lanka. Using qualitative data, it shows that while subsidiaries’ implementation of local CCR conform to that of their parents at an aggregate level, those subsidiaries encountering higher levels of institutional conflict in the host-country, are sanctioned by their parent companies to de-couple their local CCR projects. These findings raise interesting questions about the dynamism in subsidiary responses to resolving institutional duality relevant for future scholarly research.     

The Management of Information and Managers in Subsidiaries of Multinational Corporations

A key challenge facing multinational corporations (MNCs) is how to encourage the development of firm specific advantages throughout the network of subsidiaries while maintaining global coherence. As a result, a critical task for top managers in the MNC is to structure the relationship between headquarters and subsidiaries. Thus, headquarters' control of subsidiary behaviour and performance becomes a central integrating function in the MNC. We examine first the relationship between the nationality of the MNC headquarters and its information management, namely the key performance metrics utilized by the parent to evaluate subsidiary performance. Second, we investigate the relationship between the MNC nationality and its management of managers, specifically, the transfer of parent company nationals and corporate acculturation. These questions are investigated in a study of MNC subsidiaries located in Australia, Ireland and Singapore. Our data provide strong evidence that MNCs of all nationalities place the greatest emphasis on financial metrics compared to other performance metrics. Moreover, there are differences in the degree of emphasis on performance metrics across MNC nationality. We found that Japanese and German MNCs place significantly less emphasis on financial measures than US and UK MNCs. Our hypotheses relating to the management of managers were also supported by the data. In comparison with all other MNC nationalities, Japanese MNCs place greater emphasis on the transfer of Japanese managers to overseas subsidiaries and less emphasis on corporate acculturation. While some researchers have argued that management control has become more isomorphic as a result of globalization, our results show that companies from different nationalities diverge in their practices.     

Achieving Post-Acquisition Success: The Role of Corporate Entrepreneurship

Corporate entrepreneurship can play a central role in the integration of mergers and acquisitions. This paper describes a study spanning seven years for six mergers and acquisitions that involved UK, US and Swedish acquisitions of East German firms. The authors used the respective strengths of corporate entrepreneurship to predict the likely success or failure of each M&A, with very accurate results when they revisited the companies in 2001. The authors draw further lessons from the study by linking corporate entrepreneurship to the learning organisation and providing practical lessons for managers.     

Why Are Some Subsidiaries of Multinationals the Source of Novel Practices while Others Are Not? National,Corporate and Functional Influences

It has frequently been argued that multinational companies are moving towards network forms whereby subsidiaries share different practices with the rest of the company. This paper presents large‐scale empirical evidence concerning the extent to which subsidiaries input novel practices into the rest of the multinational. We investigate this in the field of human resources through analysis of a unique international data set in four host countries – Canada, Ireland, Spain and the UK – and address the question of how we can explain variation between subsidiaries in terms of whether they initiate the diffusion of practices to other subsidiaries. The data support the argument that multiple, rather than single, factor explanations are required to more effectively understand the factors promoting or retarding the diffusion of human resource practices within multinational companies. It emerges that national, corporate and functional contexts all matter. More specifically, actors at subsidiary level who seek to initiate diffusion appear to be differentially placed according to their national context, their place within corporate structures and the extent to which the human resource function is internationally networked.     

Steuerfreiheit von Gewinnen aus der Ver?u?erung von Kapitalgesellschaftsanteilen durch nat��rliche Personen?

Subject of this article is the question for the taxation of capital gains of holdings in corporations, in which tax effects are reduced. Thereby tax effects are explicated under realistic uncertainty. Under realistic uncertainty tax effects are possible in case of taxation of capital gains, but not mandatory. Furthermore the analysis shows that for capital gains from concealed reserves each form of taxation will entail tax effects. This also applies to tax exemption. In the case of capital gains from profit reserves in the applicable corporate income tax system, tax exemption of capital gains from profit reserves and immediate write-off of profit reserves itself evoke tax effects. In the current corporate tax system only the distribution induced write-down of a shareholding to going concern value reduces tax effects. Nevertheless, this only applies to personal corporations, for public corporations tax effects have to be accepted. Beyond the valid tax system, tax effects must also be expected in a tax system, in which the corporate tax is integrated in the income tax and in which capital gains from profit reserves are tax-exempt. In comparison, the Dual Income Tax as proposed by the German Council of Economic Experts is a better solution for the problem of tax effects caused by the tax exemption of capital gains.     

基于演化博弈模型的企业集团母子公司治理研究

母子公司治理是企业集团治理的核心问题,集团内母子公司相互联系又相对独立的关系产生了新的治理问题,成为影响企业集团发挥整体优势的难题。本文运用演化博弈分析模型,充分考虑治理的动态性及子公司能动性对治理的影响,研究企业集团治理中母公司对子公司监督策略选择与子公司策略选择的互动机制,并对影响该系统演化过程稳定的重要因素进行分析,为解决企业集团母子公司间委托代理问题提供一种新的思路。研究结果表明博弈过程在3种情况下存在演化稳定策略,而不存在最优的稳定策略。通过设计合理的激励机制,如在对子公司的激励中引入提成比与子公司为集团创造收益正相关的业绩提成报酬、增加处罚力度、采取定期或不定期抽查等方式,可影响母子公司策略选择的调整速度,使博弈向(集团利益最大化、不监督)的策略演化,促进母子公司之间建立起一种互信互利的良好关系,增加集团整体收益,发挥企业集团的整体优势。     

Strategic vision or strategic con?: Rhetoric or reality?

Major companies devote considerable effort to communicating corporate visions and missions. Yet three recent surveys suggest that much of this effort has been counter-productive. A gap has emerged between rhetoric and reality. Arenas of confrontation have arisen between directors and managers, head offices and business units, holding companies and their subsidiaries, and between specialists and generalists. A widespread desire for corporate transformation is not matched by understanding of how to bring it about. The lack of top management commitment and of communication skills are major barriers to change. More competent directors and more effective boards are needed. The article suggests key roles for the chairman and the chief executive. It examines how best to share a compelling vision, and identifies a requirement for new attitudes and approaches to communication.     

Corporate structure optimisation for multinational companies

In this paper we consider a multinational corporate structuring problem. This problem involves designing a corporate/organisational structure (across different countries) so as to remit profits from a number of subsidiaries to a single parent company, whilst minimising the tax paid (maximise the amount received at the parent company). This corporate structure is constrained to be a (directed) tree structure.We present a mixed-integer zero-one formulation of the problem that (for the test problems examined) provides very good linear programming relaxation bounds. We also present a tabu search heuristic for the problem which, when combined with the bounds provided by the linear programming relaxation, is able to find provably optimal solutions. Extensions to the basic corporate structuring problem and how they can be dealt with using our heuristic are also discussed.Computational results for the solution (to proven optimality) of publicly available test problems involving up to 150 countries are reported. The largest problem solved previously in the literature to proven optimality involved only 22 countries.     

高管持股、高管的私有收益与公司的并购行为

探讨公司高管发动的并购行为与谋取个人私有收益行为之间的关联性,并尝试从高级管理层的私有收益角度对公司高管的并购行为进行研究.基于代理成本理论及中国高管薪酬管制和公司并购的特殊制度背景,以1999年～2007年全部A股上市公司为样本,采用固定效应回归、随机效应回归和分层回归的实证方法,得到一些重要结论.实证结果表明,中国上市公司并购已经成为高管谋取私有收益的机会主义行为,通过发动并购行动高管获得更高的薪酬和在职消费,而高管发动并购事件谋求在职消费的私有收益动机最为明显.通过分层回归还发现,目前中国的制度环境下管理者持股水平虽然相对较低,但这一股权激励的确能够适当缓解高管以谋取私有收益为目的而发动毁损股东价值的并购行为.     

Real Estate Taxation and Commercial Mortgage Underwriting

Recent disclosures about problem commercial real estate loans have exposed the underwriting process to intense scrutiny. This study focuses on mortgage loan underwriters of life insurance companies. After a review of the tax changes that affected commercial real estate from 1969 through 1988, the study tests how loan underwriters reacted to changes in tax benefits. To overcome the interdependent effects of interest rates and capitalization rates, a variation of the Black-Scholes pricing model is used to test the impact of changes in tax benefits. The results indicate that the underwriters do not fully incorporate the value of tax benefits in the underwriting decision. During the period of the largest tax benefits, 1982 to 1986, underwriters became more conservative and increased their equity requirements.     

Die Bedeutung von Steuern in der Nachhaltigkeitsberichterstattung: Eine international vergleichende empirische Analyse

Due to tax competition, high levels of national debt and promulgated tax avoidance strategies of large corporations, there is a growing interest of multiple stakeholders in taxation putting taxes on the corporate social responsibility (CSR) agenda. This study empirically examines the relevance of taxes in sustainability reports of 90 corporations listed on the Dow Jones 30, DAX 30 and FTSE 100. The findings show that 54,4?% of these corporations disclose tax information in their reports. The quality of disclosure is examined using a scoring model based on the tax-related performance indicators of theGlobal Reporting Initiative Guidelines and two standards for voluntary disclosure of tax information. In most cases, disclosure practices are of low quality. However, there are a few corporations providing high disclosure quality, especially in the UK. By analyzing the determinants of disclosure, this study demonstrates that extractive companies and companies that have been object of negative tax-related media coverage tend to disclose more information. Furthermore, corporations with higher profitability and high performance in CSR rankings rather disclose tax information.     

The impact of corporate governance on auditor choice: evidence from Germany

Statutory audits are only beneficial if the appropriate audit quality is both provided and perceived by the users of audited financial statements. On the one hand, Big 4 audit firms are commonly viewed as producing high quality audits. On the other hand, regulators complain about the high market share of Big 4 audit firms. In this context, it is of interest to examine the drivers of a Big 4 audit firm selection. Despite extensive prior research, there is still a lack of findings form Continental European countries and on the impact of corporate governance on auditor choice. This paper on hand is intended to fill the related research gap. Thus, our study identifies variables that determine the auditor choice of large German listed companies. Based on a sample of 432 firm-year observations for the period 2010–2014, our logistic regression analysis suggests that the corporate governance structure influences auditor choice significantly. Notably, the annual meeting frequency of the audit committee and the size of the supervisory board are positively associated with the engagement of a Big 4 audit firm. However, the meeting frequency of the supervisory board and the compliance to the German corporate governance code are negatively related to the choice of a Big 4 auditor. Additionally, the proportion of female supervisory board members does not exert a significant impact. The results remain stable when the DAX30 observations, for which statutory audits are exclusively performed by Big 4 audit firms, are excluded. The main contribution of our paper is, that it sheds light on the impact of corporate governance variables not analyzed by prior research, like supervisory board characteristics, deviations from a corporate governance code, or the female quota, in a Continental European setting, and that it mainly indicates a complementary relationship. Despite the peculiarities of the German setting, the two-tier corporate governance system and the low level of investor protection, the findings of our study are not only relevant for Germany, since many other Continental European countries are characterized by a similar environment. The study’s findings are of particular interest for regulators when addressing audit market structure problems.