Belastingoorwegings om in gedagte te hou by samesmeltings en oornames van Suid-Afrikaanse maatskappye

[摘要] ENGLISH ABSTRACT:TAX CONSIDERATIONS OF MERGERS AND ACQUISITIONSDuring the past few years the South African business environment experienced aconsiderable increase in corporate mergers and acquisitions. At a corporate taxrate of thirty per cent, the tax implications of mergers and acquisitions have animportant impact on the financial success thereof.By way of background information, a short exposition of the characteristics, thevarious forms and the reasons for the increase, of mergers and acquisitions isprovided.Essentially a merger or acquisition entails the acquisition of either the businessof, or the shares in, the target company. A comparison is drawn between the taxconsequences of the above two options for both parties to mergers andacquisitions.The composition of the purchase price payable by an acquiring company inrespect of the acquisition of the target company's business or shares may havefar reaching tax consequences. Consequently, the most commonly usedarrangements relating to payment of the purchase price are scrutinized from atax point of view.The bulk of the study consists of an analysis of particular aspects of mergers andacquisitions, which may, depending on how a particular transaction is structured,result in important tax benefits. The analysis is directed towards, firstly,establishing the tax consequences arising from mergers and acquisitions and,secondly, suggesting tax efficient structuring methods or alerting againststructuring options that may have detrimental tax results.Some of the proposed tax structuring techniques have tax efficient results for oneparty to the merger or acquisition, but result in corresponding negative tax effectsfor the other. There are, however, opportunities to structure a tax efficienttransaction in such a way to ensure that both parties share in the tax benefit. lt iseven possible to, in respect of certain aspects of mergers and acquisitions,achieve a tax efficient result for both parties to the transaction without anycommensurate disadvantage, or without them having to share the benefitsthereof.lt is important to evaluate tax planning strategies against the general antiavoidancemeasures contained in the doctrine of substance over form and in taxlegislation. Consequently, in the final analysis, the applicability of the antiavoidancemeasures to the tax planning strategies proposed in this study, isconsidered.

[发布机构] Stellenbosch University