Another Day, Another Corporate Inversion

In looking to merge with Canadian coffee-and-doughnuts icon Tim Hortons, Burger King is just the latest American multinational to buy a smaller foreign company and reincorporate abroad, lowering its tax bill in the process. This maneuver, called a “corporate inversion,” has picked up steam this year as Congress has stood idly by, twiddling its thumbs.

There is something unseemly about corporate inversions—that American companies would reap the benefits of American infrastructure, labor, customers, and local and federal tax incentives, and then move—just on paper—abroad, just to help their bottom lines. Executives of these now “foreign,” inverted companies don’t have to move and the companies can remain listed on American stock exchanges, but some (perfectly-legal) paper shuffling allows them to escape paying U.S. taxes. And while President Obama has appealed to corporations’ sense of “economic patriotism,” the companies—despite recent Supreme Court decisions—are not people; they don’t have emotions separate from their desire to maximize profits.

While both parties profess to disdain the practice of inversions, they disagree on what to do about them. Democrats have taken a sensible approach, writing bills that would prohibit inversions unless 50 percent of the value of the stock of the newly-merged company were held by foreigners (which makes a lot of intuitive sense), up from the current 20 percent as mandated by the most recent anti-inversion legislation, signed into law by George W. Bush. Other proposals would limit the potential benefits of corporate inversions, for example by withholding federal contracts from inverted corporations or by making it harder for a newly-foreign parent company to transfer loads of debt to its now American subsidiary and then write off the interest paid on that debt. (The Obama administration is looking to see if it can implement rule changes like this without Congress’s approval, but worries remain about whether such new rules would survive the inevitable legal challenges.)

Republicans, however, don’t want anything (a law to limit inversions, which they say they would like) until they can have everything (i.e. corporate tax reform that lowers the statutory tax rate). And yet, lowering the corporate tax rate would do little to deter these deals. While it is true that the U.S. corporate tax rate, at 35 percent, is high relative to other developed nations’ corporate tax rates, profitable multinationals actually pay a worldwide rate closer to 17 percent, which is not out of line with the taxes paid by foreign competitors. This means that corporate tax reform that lowers the top rate but remains revenue neutral by closing loopholes would actually increase the tax bill for companies now paying much less than the statutory rate, a group of companies that include those that have undergone inversions.

Moreover, inversions are less about corporations chasing lower rates than they are about an attempt to access overseas revenue—$2 trillion of which is now located offshore—and bring it back to the states without paying taxes on it.

However, moving to a “territorial” tax system (whereby American multinationals do not have to pay U.S. taxes on revenue earned overseas) would be similar to lowering the corporate rate in that it would be a regressive change, and one that would only further increase tax avoidance and cost the Treasury a significant amount of revenue.

This brings me back to Burger King’s desire to flee to the Great White North. Early reports of the deal indicate that the Home of the Whopper™ wouldn’t save that much by reincorporating in Canada, nor would it gain tax-free access to loads of cash horded overseas. Instead, the deal seems to be based on considerations other than tax savings. This means that the deal would be going forward in the absence of the ability to “invert,” and that the opportunity to save on taxes is just a giveaway on the part of lax American tax laws.

With bills in Congress to stem the wave of corporate inversions ready to go, there is no reason to delay—no need to wait for a comprehensive tax reform bill that may never come, and no reason to delay action because the current bills would save “only” $20 billion over 10 years. When both parties in Congress want companies to stop taking advantage of the law, the response should be simple: change the law. Here’s hoping Congress takes action before other iconic American companies move overseas.