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Outbound Tax Planning of Korean Multinational Companies: The Case of Doosan Heavy Industries & Construction Co.’s Acquisition of Mitsui Babcock

Woon-Oh Jung,전규안/Kyu An Jeon

Seoul National University

Published: January 2013 · Vol. 17, No. 2 · pp. 229-244
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Abstract

The main purpose of this case study is to analyze the tax planning executed by Doosan Heavy Industries & Construction Co.(Doosan, henceforth) in acquiring Mitsui Babcock which operates in England. Prior to the acquisition, Doosan established in Luxemburg an European holding company named Doosan Heavy Industries European Holdings(DHIEH) by means of 100% equity financing. Subsequently DHIEH created a British holding company named Doosan Power Systems Holdings(DPSH), which in turn acquired Mitsui Babcock with the equity fund invested by Doosan(via DHIEH) and a loan raised locally in England. Afterwards, in filing its tax return, DPSH chose to consolidate Mitsui Babcock for two reasons: First, when the (after- corporate-tax) earnings and profit(E&P) of Mitsui Babcock is distributed in dividend to DPSH, it would have to pay corporate taxes on it, resulting in double taxation on Mitsui Babcock's E&P. The consolidation would allow DPSH to avoid the double taxation problem because the dividend is regarded as an internal transfer under consolidation. More importantly, the consolidation permits Mitsui Babcock to deduct the interest expenses on the loan DPSH took out at the time of the acquisition of Mitsui Babcock, which reduces Mitsui Babcock's corporate tax burden. Subsequently, when DPSH repatriates E&P to DHIEH in Luxemburg, the British tax authority would not withhold taxes because the repatriation is a fund transfer in the European Union. Further, the Luxemburg tax authority would not tax the repatriation from England because the dividend a Luxemburg parent company receives from its subsidiary is not subject to taxation according to the Luxemburg tax law. Consequently, the E&P of Mitsui Babcock could be accumulated in DHIEH in Luxemburg after being taxed just once at the corporate level in England. Furthermore, if DHIEH repatriates the E&P back to Doosan in Korea,it is not subject to withholding taxes in Luxemburg due to the tax treaty between the two nations. Accordingly, Mitsui Babcock's E&P could be repatriated via Luxemburg to Korea after being taxed just once in England and without further tax implications in Luxemburg. But Doosan instead utilized Mitsui Babcock's E&P in making a further acquisition of an enterprise, Skoda Power in Czech. While Jung and Jeon(2011) analyses the inbound tax planning employed by Lone Star, a private equity fund created in the U.S., this study in contrast analyzes the outbound tax planning for a Korean multi-national company.
Keywords: 세무계획연결납세지분면세제도조세조약이자비용손금산입