合并政策和税收竞争[文献翻译].docx

原文：
Merger Policy and Tax Competition
In many situations governments have sector-specific tax and regulation policies at their disposal to influence the market outcome after a national or an international merger has taken place. We find that whether national or international mergers are more likely to be enacted in the presence of nationally optimal tax policies depends crucially on the ownership structure of firms. When all firms are owned domestically in the premerger situation, non-cooperative tax policies are more efficient in the national merger case and smaller synergy effects are needed for this type of merger to be proposed and cleared. These results are reversed when there is a high degree of foreign firm ownership prior to the merger.
Mergers have played a prominent role over the past decade, and international merger activity has grown particularly fast. During the period 1981-1998 the annual number of mergers and acquisitions (M&A) has increased more than fivefold and the share of cross-border mergers has reached more than one quarter of the total by the end of this period. This increase in merger activity has led to situations where a national or an international merger have been in direct competition with each other. A recent example has been the bidding race for the leading Spanish electricity provider Endesa, where the German-based E.ON company initially competed with the Spanish-based rival Gas Natural. The Spanish authorities favored the national merger and formulated severe obstacles to an international take-over by E.ON, which was one of the reasons why E.ON eventually withdrew its bid.
A different approach has been taken by the British government, which has fully liberalized its electricity market in the early 1990s. In this process, foreign electricity providers (among them E.ON ) took over a large part of the British electricity industry. The British government responded to high profits in this and other privatized industries by imposing a one-time, sector-specific ‘windfall profit tax’ in 1997. Since then, a renewed imposition of this tax has been repeatedly discussed as a complement to the regulation of prices through the regulation authority Ofgem (Office of Gas and Electricity Markets).
The last example shows clearly that national governments dispose over additional policy instruments in an industry where a merger or a foreign acquisition has taken place. Price regulation in privatized `network industries' is one important way to increase domestic consumer surplus at the expense of corporate profits, which often accrue, at least in part, to foreign shareholders. Sector-specific profit taxes have very similar effects, if their proceeds are redistributed to consumers in compensation for higher goods prices. On the other hand, there are also many industries where subsidies are granted in order to improve the competitiveness of domestic products in world markets. One set of examples are direct subsidies to specific sectors, such as mining, shipbuilding, steel production, or airplane construction. Moreover, several of these sectors and several others (e.g. air transportation) also receive indirect subsidies by paying reduced rates of excise taxes, in particular mineral oil or electricity taxes. To the extent that these `eco taxes' represent Pigouvian taxes that cause firms to internalize the true social cost of their products, such tax rebates also represent subsidies to the involved sectors and, importantly, to the electricity and energy sector itself. In all these cases, sector-specific tax or subsidy policies can be adjusted by national policymakers in response to a change in market structure caused by a merger.
we argue that the possibility to levy industry-specific taxes or subsidies in a nationally optimal way has important repercussions on the position that national regulation authorities take vis-µa-vis a national or an international merger proposal. At the same time, merging firms will incorporate a possible change in policy when deciding about a merger in a particular country. To analyze this interaction between tax and merger policies we set up a model where both firms and merger regulation authorities anticipate that taxes will be optimally adjusted in the host country after a merger has taken place. More specifically, we investigate a setting of Cournot quantity competition between four producing firms where two firms are located in each of two symmetric countries. Importantly, these firms may have foreign shareholders, thus giving an incentive to each government to employ profit taxes that can be partly exported to foreigners. Starting from a market structure of double duopoly, our focus is on the comparison between a national merger in one of the countries and an international merger between a home and a foreign firm.
Our analysis shows that the relative attractiveness of a national versus an international merger depends critically on the degree of foreign firm ownership. When all firms are nationally owned prior to the merger, then a national merger will lead to more efficient tax policies as compared to the international merger. In contrast, when the level of foreign firm ownership is high initially, then non-cooperative tax policies in the host countries will be more efficient under the international merger. Extending the model to allow for synergy effects of mergers, we show that these welfare properties translate into the national (international) merger being more likely to be proposed and adopted when the degree of foreign firm ownership is low (high). These results imply that a more geographically dispersed ownership structure of firms, in combination with non-cooperatively chosen national tax policies, may offer one explanation for the recent surge in cross-border merger activity.
Our analysis relates to two strands in the literature. First, there is a growing recent literature on merger policies in open economies. This literature, however, typically regards merger control as an isolated policy problem for national or international regulators. The literature that analyses the interaction of merger control with other policy instruments is scarce, and it almost exclusively focuses on international trade policies as the additional policy variable (Richardson, 1999; Horn and Levinsohn, 2001; Huck and Konrad, 2004; Saggi and Yildiz, 2006). In contrast, the interaction between merger policy and national tax policies has not been addressed in this literature so far. A second literature strand on which our paper builds is the analysis of optimal commodity taxation in oligopolistic markets (Keen and Lahiri, 1998; Lockwood, 2001; Keen et al., 2002;Haufler et al.,2005;Hashimzade et al.,2005). This literature, however, has focused mainly on issues of commodity tax harmonization and the choice of commodity tax regime under an exogenously given market structure. It has not addressed the implications for tax policy that follow from changes in the underlying market conditions as a result of mergers.
The plan of the paper is as follows. Section 2 describes the basic framework for our analysis. Section 3 presents the benchmark case of double duopoly, where two firms are located in each country and all four firms compete in both markets. Section 4 analyzes the changes in tax policies and welfare when a national merger occurs in one of the countries. Section 5 carries out the same analysis for an international merger. Section 6 introduces synergy effects associated with a national and an international merger and compares the conditions under which one or the other type of merger is proposed and accepted by merger authorities. Section 7 concludes.
In practice a core motivation for firms to undertake mergers, and an important reason for regulation authorities to permit them, is that mergers can create synergy effects. We analyze how large the cost savings must be for a national or an international merger in order to be in the interest of both the merging firms and the regulation authority of the host country. We deal again with different ownership structures of firms. Due to the complexity of the resulting expressions, we confine the discussion in the main text to the polar cases of full national ownership and complete international ownership diversification
We should observe a positive and systematic relationship between the foreign ownership share and the share of cross-border mergers in a particular industry. There is indeed some first, suggestive evidence in favour of this proposition. In the OECD countries the share of cross-border mergers in the total number of M&A cases differs widely across different economic sectors and is highest in manufacturing. At the same time, manufacturing is also one of the most internationalized sectors with respect to foreign ownership, at least in European countries. Similarly, there are sectors with a low share of foreign firm ownership, such as construction, where the share of cross-border mergers in the total number of M&A cases is also low. A detailed empirical study would be needed to rigorously test whether this positive relationship between foreign ownership and the share of cross-border mergers holds more generally, and whether it can be linked to the interaction of nationally optimal tax policies and merger control.
In many industries governments have sector-specific tax and regulation policies at their disposal to influence the market outcome after a change in market structure has occurred. In this paper we have set up a simple model to analyze how nationally optimal tax rates will be adjusted in response to a national merger on the one hand and an international merger on the other. Extending the analysis to incorporate synergy effects of mergers, we have then studied how these changes in tax policy feed back on the incentives for firms to propose one or the other kind of merger, and for the merger regulation authorities to accept it.
Our analysis shows that a national and an international merger lead to different incentives for national tax policy. On the one hand an international merger increases the 24 incentives for non-cooperative tax policy to tax foreign firm owners in excess of the efficient levels. On the other hand, an international merger leads to a larger share of consumption in each country being served by local producers and thus increases the incentive for each country to grant Pareto efficient subsidies. Which of these two effects dominates depends crucially on the share of foreign firm ownership in the pre-merger situation. If all firms are locally owned initially, then the national merger is the dominant alternative, in the sense that it requires fewer cost savings in order to be proposed by the merging firms and to be cleared by the regulation authority. In contrast, if the share of foreign firm ownership is large, then the international merger will be proposed and cleared for a wider range of cost savings.
One implication of our model is that a rise in international portfolio diversification will favour cross-border mergers, other things being equal. When, as it is often argued, a rise in foreign asset holdings is one of the consequences of economic integration, then our analysis provides an explanation for the rising share of cross-border mergers. In principle our argument is complementary to other reasons for cross-border mergers found in the literature, in particular the argument that they allow firms to save aggregate transport costs. It is interesting to note, however, that this alternative argument cannot explain a rising share of cross-border mergers over time, as it becomes less important when economic integration proceeds and transport costs accordingly fall.
Our analysis could be extended in several directions. One possibility would be to indigenize the share of foreign firm ownership, and relate this share explicitly to the forces of economic integration. In such a setting international portfolio diversification would lead to gains in the form of higher returns or lower aggregate risk, but it would also cause higher information or transaction costs. If economic integration reduces the latter, the link between globalization and the rise of cross-border mergers could be explicitly modeled. We do not expect, however, that our conclusions would be fun- dementally altered by this extension. Another model extension would be to consider consecutive mergers, or `merger waves'. In such a setting it would be possible to derive equilibrium market structures for any given set of exogenous model parameters (as in Horn and Parson, 2001). In principle this extension could be incorporated into our model, but the analysis must account for both the change in market structure and for the change in tax policies following each merger. We leave this task for future research.

Source: Andreas Haufle, 2007.”Merger Policy and Tax Competition”, Munich Discussion Paper No.39 P25-35.

译文：
合并政策和税收竞争
通常政府有特定部门的税收和管理政策来处理国内并购或者跨国并购中产生的市场问题。我们发现国内并购或跨国并购是否为国内最佳税收政策所触发，主要取决于公司的所有权结构。当企业在合并中为纯粹国内企业时，非合作税收政策在国内企业合并中就更有效，同时协同效应很少。当在合并前企业的外资股份很高时，结果正好相反。
在过去的十年当中，合并的作用十分显著，跨国并购的发展也很快。在1981-1998年期间，年均企业并购的数量增加了5倍以上，跨国并购的份额已达到总数的四分之一。企业并购数量的增加导致了国内并购和跨国并购的直接竞争。最新的例子就是西班牙头号电力供应商恩德萨公司招标时，德国意昂集团和西班牙天然气之间的竞争。西班牙当局与国际并购相比，更偏向于国内并购，于是从中作梗，阻止德国意昂集团的接手，这是意昂集团最终退出招标的原因之一。
英国政府采取了新的措施，使电力市场在20世纪90年代早期得到了充分自由化发展。在这个过程当中，外国电力供应商（其中也包括意昂集团）收购了很大一部分英国电力企业。英国政府从中得到了高额的利润，其他的企业则在1997年专业部门提出暴利税后一次性将利润划归私人所有。从此，作为完善价格管理制度的筹码，价格权威部门(天然气部门和电力市场)不断地提出新的税收政策
从上面的例子中，我们可以清楚地看到，政府是如何处理国内并购或者跨国并购时产生的附加政策的。价格规则在私有的网络产业中是一个以共同利益为代价增加消费者盈余的重要方法，它至少会增加外国股东的利润。如果管理利润税的部门以他们的收入为赔偿金再重新分配给消费者来提高价格，这个作用是微乎其微的。另一方面，也有很多企业为了提高产品的竞争力而给专门的部门直接发放补贴。这里有一系列的例子，比如说矿业、造船业、炼钢业或飞机制造业。此外，一些其他的部门（如航空运输），通过消费税的折合率给予直接的补贴，尤其在电力税方面。从该意义上来讲，这些生态税收就相当于皮古税，使公司通过税收减少他们产品所消耗的社会成本。这样的减免税主要体现在电力和能源部门上。在这些例子当中可以发现，无论是特定部门的税收还是补贴政策，都可以通过调整国家政策的方式来适应并购所带来的市场结构的变化。
通过我们论证得出，国家法规当局用一个全国性的最佳方式来征收行业标准税或津贴，对实行国内并购或跨国并购有着重要的影响。同时，当决定在一个特定的国家进行企业并购时，该合并企业可能需要适应一个新的政策。为了分析税收和企业并购之间的相互作用，我们建立了一个模型。在该模型内，企业和国家法规当局期望在实现企业合并后，东道主国家的税收会得到最佳的调整。更具体的说，我们要研究生产性企业之间的产量竞争情况，这四个企业两两分布于实力均衡的国家中。重要的是，这些企业都可能有外资股份，因此，这也激发了政府利用那一部分被输出给国外投资者的利润税。从双寡头垄断市场的市场结构入手，我们着眼于比较国内合并和跨国并购。
我们的分析表明，一个国家对国际并购的相对吸引力，关键取决于外国企业所有权的程度。当所有的企业在合并前为纯粹国内企业时，那么合并后与跨国并购相比将导致更有效的税收优惠。对比之下，当企业的外资股份初始水平很高时，东道国的非合作税收政策在国内企业合并中将更加有效。将该模型允许企业并购的协同作用进行扩展，我们不难发现，当企业的外资股份程度较高时，跨国并购将更容易提出和采用一些福利政策。这些结果意味着，一个所有权结构越分散的企业和非合作选择的国家税收政策相结合，可能为近期跨国并购活动激增提供了一个解释。
我们的分析涉及文献中的两个方面。一方面，在最近的文献中有越来越多关于对开放经济中的合并政策的理解。然而，这类文献通常把控制跨国并购作为一个政策问题，还分析出合并控制和其他政策手段之间的相互作用是很少的，它几乎只关注额外政策变量的国际贸易政策(理查森，1999；哈恩和莱文索恩，2001；哈克和康拉德，2004；萨基和伊丽斯，2006)。相反，到目前为止，这种文献尚未提及合并政策与国家税收政策的内容。另一方面，第二种文献使得我们的论文建立在寡头垄断市场中的最优商品税分析上（基恩和拉希丽，1998；洛克伍德，2001；基恩等，2002；哈夫等2005；哈希姆扎德等，2005）。然而，这种文献主要集中在商品统一税收和外部给定的市场结构下商品税制度选择的问题上。作为并购的结果，它并没有遵从潜在市场环境的变化来处理税收政策的影响。
本文安排如下。第2节描述我们分析的基本框架。第3节介绍双寡头垄断市场。第4节分析了税收政策和福利的变化时，国内发生的跨国并购。第5节进行了一个跨国并购案例的分析。第6节是从跨国并购引出了