The Effect of Taxes on Acquisition Price and Transaction Structure
研究了目标公司税收状况如何影响应税公司收购的结构，发现收购方通过支付更高价格承担目标税收成本，且目标税率越高越倾向于合同中的或有支付。
The purpose of this paper is to investigate the effect of the target's tax status on the structure of taxable corporate acquisitions. Specifically, we examine how the taxes imposed on the parties to the transaction are shared. Our results suggest the acquirer bears target tax costs through higher acquisition prices. In addition, our results also suggest that the acquirer pays little, if anything, to the target for the use of target net operating losses. Finally, we find that the target's tax status affects the transaction structure since targets with higher marginal tax rates are more likely to desire contingent payments in the contract.