우리나라 기업합병시 의제배당의 적용현황 분석과 개선방안 = Analysis and Suggestion of the Taxation on the Constructive Dividend in M&A

다국어 초록 (Multilingual Abstract)

This study investigates the actual state of the stock reduction to evade taxes on the constructive dividend in M&A and suggests the improvement by using the data from 2000 to March 2006 in Korean Securities Market and KOSDAQ. The study reveals that the average estimated amount of constructive dividend is approximately 5 million won while the estimated capital gain is 225 million won ,which means only a small portion of the amount is included to be taxed in the course of M&A. This figure is quite the same in the KOSDAQ which shows 4.5 million and 140 million won respectively. The estimated amount of constructive dividend even decreased to 0.3 million won from 78 million won on average after the stock reduction was implemented in the process of M&A. The number of firms which wrote down the capital is 17 and 16 of the firms showed the zero amount of constructive dividend. This manifests itself that firms take the most of the current tax laws which allow the stock price at par in computing the amount of constructive dividend in M&A. The suggestions for the improvement of the current tax laws regarding the computation of the constructive dividend amount in M&A are as follows :The conditions of evaluating the stock price at par must be enforced to prevent the tax evasion by regulating the minimum holding period of stocks received in return for the targeted stocks given.Transactions which are the same in substance must be treated equal regardless of the forms of transaction. We suggest that capital gains tax must be levied both on constructive dividend and on stock exchange. However, it can be solved, for the time being, by enlarging the scope of the taxpayers. All the stocks received by the shareholders in target corporations must be taxed without exceptions.<Key words> M&A, constructive dividend, stock reduction

참고문헌 (Reference)

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