• Management & Information Systems Review
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• v.35 no.2
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• pp.83-97
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• 2016

The purpose of this study is to evaluate our system and consider how the tax rules on corporate reorganization and asset adjustment account can be improved. The scope of this study includes the Korean tax rules on corporate reorganizations, as well as key tax benefits provided by the Special Tax Treatment Control Act. In case of Korea, The relevant regulations and system of taxation respecting the merger has been made the rapid progress in several respects in this situation, there are capable of improvement. This paper suggests improve some problems on tax avoidance abusing incomplete tax law. First, the asset adjustment account is the difficulty that it needs to follow-up during this period of time, as well as the complexity of the accounting and tax adjustments on the practice. If it is permitted to succeed asset-liability as market value, the complexity of asset adjustment account in corporate tax accounting also disappear. Second, in case that controlling shareholders possess more than 20% of merged entity, they could not get the tax deferral until after the time of two years has elapsed. It needs to further alleviate the merged entity ratio than the present level. Finally, after the merger it will be to strengthen the surveillance provisions of five years from the current two years. In addition, continuity of shareholder's requirements and business requirements, it is also necessary to strengthen the requirements of the follow-up provided by a separate regulation.

• The Journal of Small Business Innovation
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• v.20 no.1
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• pp.1-18
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• 2017

This study examined whether divided and spun-off companies design and execute spin-offs to minimize tax burdens by analyzing multiple spin-off transactions in the Dongbu Group, when the Korean tax law regarding corporate restructuring was amended in July 2010. Before the July 2010 tax amendment, taxes on the capital gains arising from the qualifying spin-off were deferred to the earlier of the shares in or assets acquired by the spun-off company are disposed. This tax treatment relieves the divided company's tax burden by deferring taxes on capital gains, compared with non-qualifying spin-offs. However, if shares in or assets acquired by the spun-off company are disposed after the July 2010 tax amendment, the capital gain incurred at the time of the qualifying spin-off would be taxed again at the spun-off company, in addition to a taxation on the divided company's capital gains. This creates double taxation implications for the parties involved in the spin-off. As a result, the double taxation may outweigh the benefit from the tax deferral on the qualifying spin-off, which may make a qualifying spin-off tax unfavorable. Among the four spin-off cases in the Dongbu Group addressed in this study, a spin-off occurred before the tax amendment, whereas three spin-offs occurred after the tax amendment. Initially, we expected that the spin-off before the tax amendment would be a qualifying spin-off, and the other three spin-offs would be non-qualifying spin-offs, considering the taxation rules before and after the July 2010 tax amendment. However, based on the review of summarized balance sheets disclosed in the spin-offs' corporate filings, no capital gains arose during the four spin-offs that occurred in the Dongbu Group. Therefore, we concluded that the Dongbu Group considered non-tax factors more than tax factors while designing and executing the spin-offs. The local media posited during this period that these spin-offs may intend to resolve financial issues in the Dongbu Group, and this analysis was supported by the fact that some shares in the new spun-off companies were sold by the Dongbu Group. Our case studies provide evidence that all costs, including both tax and non-tax costs, must be considered in the course of spin-offs, in addition to the tax burdens on all parties involved in the corporate restructuring, which parallels the work of Scholes et al. (2008). This study provides implications that various aspects should be considered and reviewed in advance when the management makes decisions for effective tax planning.