A tax inversion or corporate tax inversion is a form of tax avoidance where a corporation restructures so that the current parent is replaced by a foreign parent, and the original parent company becomes a subsidiary of the foreign parent, thus moving its tax residence to the foreign country. Executives and operational headquarters can stay in the original country. The US definition requires that the original shareholders remain a majority control of the post-inverted company. In US federal legislation a company which has been restructured in this manner is referred to as an "inverted domestic corporation", and the term "corporate expatriate" is also used. The majority of the less than 100 material tax inversions recorded since 1993 have been of US corporations (85 inversions), seeking to pay less to the US corporate tax system. The only other jurisdiction to experience a material outflow of tax inversions was the United Kingdom from 2007 to 2010 (22 inversions); however, UK inversions largely ceased after the reform of the UK corporate tax code from 2009 to 2012. The first inversion was McDermott International in 1983. Reforms by US Congress in 2004 halted "naked inversions", however, the size of individual "merger inversions" grew dramatically; in 2014 alone, they exceeded the cumulative value of all inversions since 1983. New US Treasury rules in 2014–16 blocked several major inversions (e.g. 2016 USD$160 billion Pfizer–Allergan plc inversion, and the 2015 USD$54 billion AbbVie–Shire plc inversion), and the Tax Cuts and Jobs Act of 2017 (TCJA) further reduced the taxation incentives of inversions. , there have been no material US inversions post-2017, and notably, two large Irish-based tax inversion targets were acquired in non-tax inversion transactions, where the acquirer remained in their higher-tax jurisdiction: Shire plc by Japanese pharma Takeda for US$63 billion (announced in 2018, closed in 2019), and Allergan plc by U.S. pharma AbbVie for US$64 billion (announced in 2019, expected to close in 2020); in addition, Broadcom Inc. redomesticated to the United States. the most popular destination in history for US corporate tax inversions is Ireland (with 22 inversions); Ireland was also the most popular destination for UK inversions. The largest completed corporate tax inversion in history was the US$48 billion merger of Medtronic with Covidien plc in Ireland in 2015 (the vast majority of their merged revenues are still from the US). The largest aborted tax inversion was the US$160 billion merger of Pfizer with Allergan plc in Ireland in 2016. The largest hybrid-intellectual property (IP) tax inversion was the US$300 billion acquisition of Apple Inc.'s IP by Apple Ireland in 2015.

Concept

While the legal steps taken to execute a tax inversion can be complex as the corporations need to avoid both regulatory and Internal Revenue Service (IRS) hurdles in re-locating their tax residence to a lower-tax jurisdiction, simplified examples are available; such as provided in August 2014, by Bloomberg journalist Matt Levine when reporting on the Burger King tax inversion to Canada. Before the 2017 TCJA, U.S. companies paid a corporate tax rate of 35% on all income they earned in both the U.S., and abroad, but they obtained a credit against their U.S. tax liability for the amount of any foreign tax paid. Given that the U.S. tax rate of 35% was one of the highest in the world, the corporate's maximum global tax liability should, therefore, have been 35%. This pre-TCJA U.S. tax system, was referred to as a "worldwide tax system", as opposed to the "territorial tax system" used by almost all other developed countries. Levine explained:"If we're incorporated in the U.S., we'll pay 35 percent taxes on our income in the U.S. and Canada and Mexico and Ireland and Bermuda and the Cayman Islands, but if we're incorporated in Canada [who operate a 'territorial tax system'], we'll pay 35 percent on our income in the U.S. but 15 percent in Canada and 30 percent in Mexico and 12.5 percent in Ireland and zero percent in Bermuda and zero percent in the Cayman Islands."By changing its headquarters to another country with a territorial tax regime, the corporation typically pays taxes on its earnings in each of those countries at the specific rates of each country. In addition, the corporation executing the tax inversion may find additional tax avoidance strategies, called tools, that can shift untaxed profits from the higher-tax locations (e.g. the U.S.), to the new lower-tax country to which the corporation has now inverted.

History

The following are notable events in the history of US and non-US corporate tax inversions:

US experience

UK experience

Other experience

Drivers

Reduced taxes

While corporates who execute inversions downplay taxation in their rationale for the transaction, and instead emphasise strategic rationale, research is unanimous that tax was the driver for most US tax inversions from 1983 to 2016. "The main objective of these transactions was tax savings, and they involved little to no shift in actual economic activity."

• Congressional Research Service (2019). "Inversions are undertaken to reduce taxes"
• Federal Reserve Bank of St. Louis (2017) "One such strategy is a corporate inversion, which is executed to result in a significant reduction in worldwide tax payments for a company."
• Congressional Budget Office (2017)

Types of tax saving

US research on US tax inversions breaks down the tax savings into three areas: In 2015, the UK HMRC identified high corporate taxes and a "worldwide tax system" for the wave of UK tax inversions to Ireland in 2007–2010.

Evidence of tax savings

In September 2017, the US Congressional Budget Office analyzed the post-tax outcomes of US corporate tax inversions from 1994 to 2014, and found the following: A 2014 report by the Financial Times on US pharmaceutical tax inversions during 2012–2014, showed their aggregate worldwide tax rates dropped from 26 to 28% to 16–21%. A similar 2014 study by Forbes Magazine using the projected post-inversion tax rates from the inverting corporates also confirmed the same movement in tax rates.

Shareholder impact

A number of studies have shown that the after-tax returns to original company shareholders post-inversion are more mixed, and often poor:

Types

Definition

In 2017, the US Congressional Budget Office (CBO) stated that it only considered a transaction to be a tax inversion under the following conditions:

1. Existing shareholders of the US company maintain at least 50% of the equity, or "effective control", of the new post-inversion company; and
2. The post-inversion company has its tax residence outside of the US. In all definitions, the executive management (e.g. CEO, CFO), and the substantive offices and assets of the company, can remain in the US. For example, the executives of Medtronic, who executed the largest tax inversion in history by legally moving Medtronic to Ireland in 2015, remained in their main operational headquarters of Fridley, Minnesota in the US. All of Medtronic's substantive business and management operations still reside in the US. Sometimes, the 2015 US$70 billion merger of Allergan plc and Activis plc, both previous US tax inversions to Ireland, are listed as a tax inversion (and the largest executed inversion in history). However, as both companies were legally Irish companies, their merger was not considered a tax inversion.

Major classes

In 2019, in the "anatomy of an inversion" the US Congressional Research Service (CRS) classified US tax inversion into three broad types:

Hybrid inversions

In 1994, US tax academic James R. Hines Jr. published the important Hines–Rice paper, which showed that many US corporations had chosen to shift profits to tax havens, instead of outright moving to the tax haven by executing a tax inversion. Hines, and later again with US tax academic Dhammika Dharmapala, would show that base erosion and profit shifting (BEPS), was an even greater loss of corporate tax revenue to the US exchequer, than full tax inversions. In 2018, academics identified a new class of tax inversion as details of Apple's Q1 2015 leprechaun economics transaction in Ireland emerged. While Apple's tax residence remained in the US, Apple moved the legal tax residence of a large part of its business to Ireland in a US$300 billion quasi-tax inversion of its intellectual property (IP). The use of IP-based BEPS tools (e.g. Apple and Google's Double Irish and Microsoft's Single Malt), has been attributed as the driver for the reduction in the marginal aggregate effective US corporate tax rate, falling from circa 30% in 2000, to circa 20% by 2016 (see graphic). For example, the CAIA BEPS tool Apple used in 2015 would give Apple an "effective tax rate" of under 2.5% on the worldwide profits Apple generated on this IP that was shifted to Ireland. However, these IP assets had normally been housed in small Caribbean tax haven-type locations; Apple has been reported as using Bermuda and Jersey to house its IP. Such locations could not meet the 25% "substantive business test" of regulation T.D. 9592 for an inversion. However, Apple's 2015 BEPS transaction to Ireland was the first time a US corporation moved a substantial amount of IP to a full OECD jurisdiction where it already had a "substantive business operations". In July 2018, Seamus Coffey, Chairperson of the Irish Fiscal Advisory Council and author of the Irish State's 2016 review of the Irish Corporate Tax Code, posted that Ireland could see a "boom" in the onshoring of U.S. IP, via the CAIA BEPS tool, between now and 2020, when the Double Irish is fully closed. In February 2019, Brad Setser from the Council on Foreign Relations, wrote a New York Times article highlighting issues with TCJA in terms of combatting power of BEPS tools.

Industries

In 2017, the Congressional Budgetary Office reported that of the 60 US tax inversions from 1983 to 2015 which the CBO officially recognize, over 40% came from three industries: Pharmaceutical preparations (9), Fire, marine, and casualty insurance (7), and Oil & Gas Well Drilling and Servicing (7). The US Oil & Gas Well Drilling and Servicing and US Casualty Insurance inversions are mostly associated with the first wave of US tax inversions before 2004; the very first US tax inversion, McDermott International in 1983, was from the Oil & Gas Well Drilling and Servicing industry. These US companies that inverted in these two industries shared the common attributes of having mostly international client bases, and of having assets that were easily "portable" outside of the US. The assets of the Oil & Gas corporate tax inversions were already mostly held in securitization vehicles often legally located in offshore financial centres. Similarly, the assets of the Casualty Insurance corporate tax inversions were also mainly global reinsurance contracts that were also legally located in offshore financial centres. The US Life Sciences industry (Pharmaceutical and Medical Devices) became a significant part of the second wave of US tax inversions from 2012 to 2016. It also involved some of the largest and most public executed US tax inversions (e.g. Medtronic (2015) and Perrigo (2013)), as well as the aborted 2016 inversion of Pfizer and Allergan, which would have been largest inversion in history at US$160 billion. In July 2015, The Wall Street Journal reported that the circa 4% "effective tax rate" being paid by US pharmaceuticals who inverted to Ireland made them highly acquisitive of other US firms (i.e. they could afford to pay more to acquire US competitors and redomicile them to Ireland). The WSJ listed the extensive post-inversion acquisitions of Activis/Allergan, Endo, Mallinckrodt and Horizon. In August 2016, after the US Treasury blocked Pfizer's US$160 billion tax inversion to Ireland with Allergan, Bloomberg stated that "Big Pharma Murdered Tax Inversions".

Earnings stripping

An important concept in inversions are the tools required to shift untaxed profits from the corporate's existing operating jurisdictions to the new destination. This is known as earnings stripping. Without these tools, a tax inversion might not deliver the expected tax savings, as the profits might arrive at the new destination having incurred full taxes in the jurisdictions in which they were sourced. For example, when Medtronic inverted to Ireland in 2015, over 60% of the merged group's revenue still came from the US healthcare system. Similarly, over 80% of Allergan's revenues comes from the US healthcare system post its Irish inversion. Medtronic and Allergan, therefore, could only avail of Ireland's lower effective tax rates if they could shift US-sourced profits to Ireland without incurring full US corporate taxes. Studies have shown that the earnings stripping of US-sourced earnings is a critical component of reducing the aggregate effective tax rate post the inversion (per ). The two main types of tools used in tax inversions are: created in the 2017 TCJA, directly targeted debt-based tools via the new BEAT tax, and introduce a competing US IP-based BEPS tool called the FDII tax.

Costs

There have been several estimates of the aggregate cost of US tax inversions to the US exchequer (also called the erosion of the US tax base). However, there is a significant variation in these aggregate estimates of tax erosion over the years due to two specific factors:

Destinations

US inversions

The US Congressional Budget Office and the Congressional Research Service have cataloged 85 US tax inversions since 1983 to 2017 (the CBO does not recognize all of them as official tax inversions). Bloomberg used this data to identify the most attractive destinations for US inversions titled Tracking the Tax Runaways which won the 2015 Pulitzer Prize for Explanatory Reporting, and was updated to 2018. The first wave of US tax inversions from 1996 to 2004 was mainly to Caribbean tax havens such as Bermuda and the Cayman Islands. These were mostly "naked inversions" where the company had little or no previous "substantial business activities" in the location. They also used debt-based earnings stripping tools to shift US profits to the new destination. The 2004 ACJA ended these types of "naked inversions" with IRS Section 7874. A significantly larger second wave of US tax inversions from 2012 to 2016 was mainly to the OECD tax havens of Ireland, and after their 2009 reforms, to the United Kingdom. These inversions involved mergers with real companies that met the "substantial business activities" test of IRS Section 7874. These destinations also had advanced IP-based BEPS tools (e.g. the Irish CAIA tool, the Double Irish tool, the UK Patent box tool) that could deliver an "effective tax rate" closer to zero on profits shifted to the destination. The destinations for the 85 US corporate tax inversions since 1983 are as follows:

UK inversions

A 2012 article in Tax Notes listed the 22 tax inversions of UK companies to other destinations from 2006 to 2010, until UK tax reform ceased further material inversions. While the full list is not available, the US Tax Foundation listed the nine most important UK inversions of which six went to Ireland (Experian plc, WPP plc, United Business Media plc, Henderson Group plc, Shire plc, and Charter International), and one each went to Switzerland (Informa), Luxembourg (Regus), and the Netherlands (Brit Insurance).

Other jurisdictions

Few other jurisdictions outside of the US and the UK have experienced a material outflow of corporate tax inversions to other destinations.

Countermeasures

United States

There have been three phases of initiatives that the US Government have taken to counter US corporate tax inversions: In Q1 2018, U.S. multinationals like Pfizer announced in Q1 2018, a post-TCJA global tax rate for 2019 of circa 17%, which is close to the circa 15–16% 2019 tax rate guided by previous U.S. corporate tax inversions to Ireland including: Eaton, Allergan, and Medtronic. In March 2018, the Head of Life Sciences in Goldman Sachs made the following comment: ""Now that [U.S.] corporate tax reform has passed, the advantages of being an inverted company are less obvious""

• Jami Rubin, Managing Director and Head of Life Sciences Research Group, Goldman Sachs (March 2018). In a report to Congress in March 2019, the Congressional Research Service noted that "there are also indications that most tax motivated inversions had already been discouraged by the 2016 regulations" and that with the addition of the since the 2017 TCJA that "Some firms appear to be considering reversing their headquarters [or past inversion] decision". In June 2019, U.S.-based AbbVie announced an agreement to acquire Irish-based Allergan plc for US$63 billion; however the acquisition would not be structured as a tax inversion, and that the Group would be domiciled in the U.S. for tax purposes. AbbVie announced that post the 2017 TCJA, its effective tax rate was already lower than that of Irish-based Allergan plc at 9%, and that post the acquisition, it would rise to 13%. In 2014 the U.S. Treasury effectively blocked AbbVie's attempt to execute a tax inversion with Irish-based Shire plc.

United Kingdom

After losing 22 tax inversions from 2007 to 2010, mostly to Ireland, the UK moved to reform its corporate tax code from 2009 to 2012, executing the following: In 2014, The Wall Street Journal reported that "In U.S. tax inversion Deals, U.K. is now a winner". In a 2015 presentation, the UK HMRC showed that many of the outstanding UK inversions from 2007 to 2010 period had returned to the UK as a result of the tax reforms (most of the rest had entered into subsequent transactions and could not return, including Shire).

Notable inversions

US inversions

Executed

Of the 85 tax inversions executed by US corporates to other jurisdictions, the following are notable:

Aborted

UK inversions

Of the 22 inversions executed by UK companies to other jurisdictions, the following are notable:

Executed

Sources