Explore On The Triangular Acquisition Of Our Country’s Enterprises

Death is inevitable like taxation since you are born, acquisition which is treated as transaction of property rights. It’s a process from which the enterprises convert assets management to capital management. From a macro perspective, acquisition can optimize the stock of social existence resource allocation and the taxation problem is also the factor what we should consider. By acquisition, the enterprise can make better use of policies of net operating loss、investment tax preference and other relevant foreign capital preferential tax. We can raise the tax bases of assets to get the benefits of depreciation. Through acquisition, we can sell the assets whose estimated value is below book value to reduce the profits by producing loss.In this chapter, we introduce a special way of acquisition, triangle acquisition and from the perspective of American Federal acquisition system and triangle acquisition in company law to dig into the taxation interest on the scope of the shareholder and the company and combine the tax neutrality and tax impartiality and inflexibility of triangle acquisition to realize the effect of debt.On the second hand,we can see from the impact on the tax policy of acquisition and consider from the principle of the American triangle acquisition and the structure of transaction to think about the advantages and disadvantages of triangle acquisition.Last, during digging into the comparisons between the triangle acquisition and direct acquisition and asset acquisition to penetrate in the essence of enterprise acquisition and the article 384 in American internal code about the net operating loss charged to confirm the intrinsic profit and loss against the intrinsic earnings and have a deep research into the policies of our enterprise’s taxation policies.This thesis adopt the case studying method to dig into some obstacles confronting the back door listing and discuss the necessity of setting up free tax triangle acquisition in American。The first chapter introduce the general principle of the American Federal taxation system and the triangular acquisition and analysis the problem existing on the scope and the company and the shareholder and stressly analysis the taxational triangular acquisition.The former use the voted share as its own price and the latter use the cash、bond and other price and in the meantime the target company will not be the shareholder of the acquisitional stock of the company。The Second chapter analysis the triangular acquisional taxation policy of the American Federal Law.The company may suffering from many beneficiary taxational articles to search for the way to acquire the mimimize of the taxation.If a Company will suffering from severe loss in a taxational year and non-deducted taxational amount and that company will be the important potential target company,and you can take advantage of the taxational interest which is taken by unfair transaction。The both parties in the acquisition can take advantage of the anti-taxation and the acquisitional company will own the large amount of the internal profit of the target company。The loss company will disposal of the target company’s value-added asset which you can take advantage of the loss。In the Third chapter,the successful model of the enterprise should be the balance of marginal transactional and organisitonal loss and the result of the acquisition will turn out to be that the debts will the inheritance of the enterprise and the new-born enterprises。Besides,the entry and exit of the enterprise will be successful wihout obstacle and the profit of first-class enterprises will come from its cost advantage and itself reflects the scale economy which strikingly embody the product can best satisfy the produce and the different profit is the result of internal operating distinction.If we think from the public policy that the policy of the enterprise contract sometimes will decrease the market monopoly and can convert the market structure to internal enterprise efficiency。In the fourth chapter,we can see from the delayed taxation system of the triangular system and the shareholder of the target company will be taxed,and it can apply to the delayed taxation system when the triangular system will be the suitable。In the structure of the mother parent,the operating of the child company will be extremely.The mother parent which as the financier is responsible for the necessary management and the mother parent being independent legal person which is the good way for us to take advantage of the operating loss and we can take advantage of the control cost of the company。In the fifth Chapter we can see from the model which can be applicable in our country,and we treat the equity means of payment as the equity of reorganization of the subsidiary which existing serious problems which can make the quity of the reorganization company comply to the demands of the rights and interests。In the article of 59,it explicitly gives the regulation but among the notice it refers to the payment formation which the reorganisation equity buy、exchange and this chapter analysis the feature of American Federal Triangular acquisition and the valuing meaning which apply to our country。 【 】;...