Treasury's Unfinished Work on Corporate Expatriations

Abstract

Corporate expatriations are back in the news. Leading the way is a potential blockbuster transaction in which the massive U.S. drug company Pfizer Inc. would be acquired by the smaller Allergan PLC, an Irish receptacle for serial inversions of former U.S. companies Actavis, Forest Laboratories, and Allergan. 1 The Pfizer-Allergan transaction is designed to avoid the reach of the statutory rule that restricts some of the tax benefits of an inversion. 2 Other transactions within the reach of the statutory anti-inversion rule-but not discomfited by it because the acquiring foreign corporation is not reclassified as a U.S. corporation for tax purposes-are attracting less attention but also highlight the continued advantages of having a U.S. business owned by a foreign parent company. 3 The motivation for this article is twofold: (1) to reemphasize the need to reduce the U.S. tax incentives for inversion-type acquisitions, 4 and (2) to