Within the last several years, public attention has focused on a number of high-profile “corporate inversions” or tax-motivated transactions, in which U.S. -based multinational corporations reincorporated in foreign jurisdictions. These tax-motivated expatriations raise a number of concerns justifying the added attention. Although corporate inversions do not substantively change business operations, these transactions alter the tax structure of the inverting multinational. The inverted corporation ceases to be subject to U.S. worldwide taxation, and may allocate income outside the reach of U.S. taxation. Participating corporations, however, do not lose the benefits of U.S. corporate status. Finally, the change in the jurisdiction of incorporation significantly affects corporate governance by changing the laws governing the fiduciary duties of corporate officers and directors.
This article examines the reasons behind corporate expatriations, the tax structure that makes them feasible and their legal and operational implications.