How U.S. Companies Buy Tax Breaks
Pfizer has been a U.S. company since a German-born chemist by that name opened a red-brick laboratory in the Williamsburg section of Brooklyn in 1849. In 2015, it proposed to become Irish. A financial exercise known as an “inversion” would have allowed it to lower its tax bills by acquiring a legal address abroad. Strange as the idea sounds, it was an inevitable outgrowth of peculiarities of the U.S. tax code and has enjoyed a resurgence in the past few years among American companies. Pfizer would have been by far the biggest to try to join the trend.
More than 50 U.S. companies have reincorporated in low-tax countries since 1982, including more than 20 since 2012. A lot of drug companies are doing it, and low-tax Ireland is a popular corporate home. They’re doing it despite a 2004 law that legislators had promised would end the practice, and despite rule-tightening by the Obama administration. Nowadays, most companies achieve inversion by acquiring a foreign company at least 25 percent their size. That’s how Medtronic, the medical device giant founded in a Minneapolis garage in 1949, turned Irish and how Burger King, the Miami fast-food chain, became Canadian. Pfizer sought to become Irish by buying Allergan, a U.S.-run pharmaceutical company with an Irish tax domicile, and was stopped only when the Treasury Department wrote a fresh round of rules to stop it in April.
The U.S. corporate income tax rate, 35 percent, is the highest in the developed world. The U.S. is also one of the few countries that makes its companies pay that rate on all their worldwide income — although they can defer the bill on profits attributed overseas until they bring the money home. Many nations, including the U.K. and Canada, tax only domestic profits. One perverse result is that an independent U.S. company can end up paying more taxes than an identical U.S. company owned by a foreign parent. By creating or buying a foreign parent, a company escapes U.S. tax on worldwide income. Most importantly, perhaps, companies that invert overseas can take advantage of the generous U.S. system of interest deductions for payments to their own affiliates abroad — benefits that are only available with a foreign parent company. And the change of address doesn’t necessarily mean a real move. Companies are free to keep their top executives in the U.S., and most of them do.
The Treasury’s new tightened rules have made inversion deals less attractive, but the Obama administration has warned that only legislation can stop them completely. Neither Democrats nor Republicans like inversions, but they disagree on what to do about them. Republicans call them the inevitable consequence of a flawed tax system, and say the only solution is a full revamp of the tax code, including lowering the corporate rate and limiting taxes on foreign profits. Although some Democrats agree on the broad outlines of a corporate-tax revision — Obama’s 2016 budget had called for lowering domestic and foreign rates — the parties disagree on so many other things that there’s little chance that a big tax bill will pass Congress any time soon. The deadlock means that more and more executives will embrace a do-it-yourself fix.
The Reference Shelf
- Bloomberg News articles on how Congress created a new windfall for CEOs who invert, and how most CEOs of inverted companies continue to run them from the U.S.
- Bret Wells of the University of Houston Law Center argues for tax reform in a 2012 article, “Cant and the Inconvenient Truth About Corporate Inversions.”
- A paper by Elizabeth Chorvat with an account of the history of corporate inversions (beginning on p. 4).
- Bloomberg Best (and Worst) ranking, “Biggest Companies Incorporated in Ireland,” notes that 12 of the top 20 had roots in the U.S.
- The Pulitzer Prize website has links to the Bloomberg News articles that were honored for explanatory reporting in 2015.
First published May 27, 2014