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The Accounting Review Vol. 82 No. 2 2007

Tax Benefits as a Source of Merger Premiums In Acquisitions of Private Corporations

Merle Erickson1; Shiing‐wu Wang2

1 a University of Chicago. · 2 b University of Southern California

Abstract

Scholes et al. (2005) predict that S corporations, and other conduit entities such as partnerships and LLCs, can sell for a tax-driven purchase price premium relative to C corporations. We test this conjecture by comparing purchase price multiples in a sample of taxable stock acquisitions of S corporations to purchase price multiples for a matched set of taxable stock acquisitions of privately held C corporations. Consistent with Scholes et al.'s (2005) predictions, we find evidence that the organizational form of the target influences acquisition tax structure and acquisition price. Specifically, the evidence supports the conclusion that conduit entities (S corporations) fetch a taxbased purchase price premium relative to similar C corporations. Furthermore, our estimates indicate that average tax benefits in S corporation acquisitions are equal to approximately 12–17 percent of deal value.

DOI
10.2308/accr.2007.82.2.359
Volume
82
Issue
2
Pages
359-387
Language
en
Sources
bibtex:phds-export.bib openalex crossref

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