A group of Democratic lawmakers in the House and Senate have introduced legislation to discourage U.S. corporations from merging with overseas companies to lower their tax bills in a strategy known as inversion that changes the company’s tax domicile.
Senate minority whip Dick Durbin, D-Ill., House Ways and Means Committee ranking member Sander Levin, D-Mich., Sen. Jack Reed, D-R.I., and Rep. Lloyd Doggett, D-Texas, introduced legislation Tuesday to tighten restrictions on corporate tax inversions. Co-sponsors of include Senators Sheldon Whitehouse, D-R.I., Elizabeth Warren, D-Mass., Mazie Hirono, D-Hawaii, and Al Franken, D-Minn. The House bill was originally introduced in May by Rep. Levin and three dozen other Democrats.
The legislation would save the U.S. nearly $34 billion in revenue, according to a recent estimate from Congress’s Joint Committee on Taxation.
“When corporations invert, they renounce their American citizenship and don’t pay their fair share of taxes—leaving the rest of us to pick up the tab,” Durbin said in a statement. “That isn’t right. Today, we are putting these corporate tax deserters on notice: we are not going to stand by while they game the tax code and avoid their responsibility to our country. It’s time for Congress to act on a legislative solution to crack down on companies that are turning their back on American taxpayers.”
Congress enacted Section 7874 of the Tax Code in 2004 as a way to discourage U.S. companies from acquiring smaller foreign companies and moving their tax home to a foreign jurisdiction to dodge U.S. taxes. Since the provision was enacted in 2004, there have been approximately 40 corporate inversions, according to Bloomberg.
Current law prohibits an inversion for tax purposes if the shareholders of the foreign company own 20 percent or less of the new combined corporation. The legislation would increase that threshold to 50 percent. Under the proposed legislation, if the affiliated group that includes the combined foreign corporation is managed and controlled in the United States and engages in significant domestic business activities in the United States, the U.S. corporation could invert, regardless of the percentage ownership in the new combined corporation.
The legislation would also repeal the 60 percent/80 percent ownership test and the “inversion gain” applicable to such stock ownership percentages.
As under current law, the legislation would maintain the substantial business exception under Section 7874 if the combined foreign corporation has substantial business activities in the foreign country where the combined entity is incorporated.
The legislation would be effective for any inversion transactions completed after May 8, 2014, when the House bill was originally introduced. Democrats in Congress re-introduced separate legislation last week aimed at discouraging inversions along with other international corporate tax strategies (see Lawmakers Re-introduce Bill to Curb Offshore Tax Havens).
The Treasury Department released a notice in September aimed at reducing the key tax benefits of inversions, but the proposed legislation goes further.
“This loophole illustrates perfectly why so many Americans believe that big corporations play by a different set of rules than everyone else,” said Levin. “This is clearly a problem that is not going away—it cannot wait for tax reform. The Treasury Department’s proposal was an important step, but legislative action is necessary to stop the ongoing flood of inversions.”
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