The Study for the Tax System of Cross-border Corporate Reorganizations : Focusing on the EU Merger Tax Directive for Considering the Future Direction in Japan

This article concludes that the legal framework of the EU Merger Tax Directive (hereinafter; MTD) can be an option other than the legal framework of cross-border corporate reorganizations in U.S. tax law as the future direction for the tax system of cross-border corporate reorganizations in Japan (hereinafter; TSCCR). From this study, it followed that the TSCCR in Japan had five issues: (1) Lack of the criterion for applying the TSCCR in Japan; (2) Inadequacy of the definition of qualified corporate reorganizations covered; (3) Inadequacy of the definition of persons covered; (4) Inadequacy of tax deferral requirements; (5) Lack of the anti-tax abuse provision. Based on each implication, this article recommends some amendments to the TSCCR in Japan. It\u27s also worth noting that this article will be expected to bring not only the trigger of arguments for the TSCCR in Japan as academic significance, but also the prospective increase of inbound investment in Japan through cross-border corporate reorganizations as social significance.This work was supported by JSPS KAKENHI Grant Number JP16K03312

国際的組織再編税制における株主段階課税 : EU合併租税指令8条による検討

本論文は、2016年度科学研究費基盤研究(C)国際的組織再編税制の今後の方向性〔課題番号16K03312〕の研究成果の一部である

Cross-border Corporate Reorganizations and Non-discrimination Clauses : Focusing on Two Protocols in Japanese Tax Treaties

There have been arguments for improving the flexibility of tax treaties for cross-border issues arising from corporate reorganizations. This article focuses on non-discrimination clauses, and reviews present situations on Japanese tax treaty conclusion policy for corporate reorganizations. Then, this article clarifies current issues of its policy, mainly based on an internationally well-known Professor Domingo’s scholarly work. Only two protocols of current Japanese tax treaties have non-discrimination clauses for corporate reorganizations. If the assets leave the tax jurisdiction of the state of source through corporate reorganizations, such two protocols exclude preferential tax regimes for such reorganizations at the state of source from non-discriminately treatments. From this study, it follows that existing tax treaties (including the OECD Model) have two issues on non-discrimination clauses for corporate reorganizations: (1) Existing non-discrimination clauses (e.g. article 24 of the OECD Model) have no valid grounds to envisage preferential tax treatments for corporate reorganizations; (2) Practices of some states when negotiating their bilateral tax treaties might support the interpretation favouring the inclusion of corporate reorganizations within the scope of the relief of non-discrimination clauses. In conclusion, this study shows two following findings: (1) Current Japanese tax treaty conclusion policy for non-discrimination clauses can be evaluated as normal responses in line with the OECD Model; (2) Practices of above-mentioned two protocols can be reference options for Japan as well as Australia and New Zealand when negotiating Japanese bilateral tax treaties. For the second finding, it is worth noting that such non-discriminatory treatments have to be discussed as part of the overall system of international income taxation as Professor Masui points out. It seems that the relationship between such non-discriminatory treatments and article 13 of the OECD Model is important and that such treatments show examples of how that relationship should be.This work was supported by JSPS KAKENHI Grant Number JP22K01147

外国法人からの資本の払戻しと課税－欧州会社に拡張されたドイツ法人税法27条8項を参考にして－

2014年度科学研究費基盤研究(C)利益概念から剰余金概念への移行に対する会社法および税法の対応と展開〔課題番号26380143

国際的組織再編税制における対象取引の定義 : EU合併租税指令とCCCTB指令案からの検討

本論文は、2016年度科学研究費基盤研究(C) 国際的組織再編税制の今後の方向性〔課題番号16K03312〕の研究成果の一部である

Anti-Inversion Rule and Substantial Business Activity Test

松尾聿正教授 退職記念

Analysis of Tax Treaties as Measures against Corporate Inversion

平成25年度関西大学若手研究者育成経費　研究課題「企業の国外離脱と租税条約による規制