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RohanRajivCurrent student Rohan Rajiv is blogging once a week about important lessons he is learning at Kellogg. Read more of his posts.

There’s been a lot of news over the years around companies who book their revenues in foreign entities and avoid taxes. Amazon, Starbucks, Google and a few others have been tried in courts because of an inordinate amount of revenue booked in Luxembourg. Let’s take a few moments to deconstruct this:

Let’s imagine a company earns $200 in revenue. Let’s also assume costs are $100 => Profits are $100 as well.

Now, the $100 is subject to tax. So, $30 goes to the government (assuming a 30% tax rate) and $70 goes back to the company as after-tax profits. If the company is a fast growing company like Amazon or Facebook, it’ll generally choose to re-invest the amount in growth. And, if it is a slower growth company, a large portion of this amount generally finds its way back to shareholders.

Given the incentives in place for the shareholders to maximize their wealth, the 30% tax is an “unnecessary burden” (if you take the point of view that taxes are nothing but a waste of cash forgetting that it is taxes that provide the infrastructure for businesses to thrive). As a result, companies typically adopt two common strategies.

1. Take on debt

Even if our imaginary company doesn’t really need debt, it takes on $1000 of debt. Assuming a 5% interest rate, it now has to pay out $50 this year. As a result, its profits are now $50 => the amount paid in taxes is halved to $15. Shareholders are happier.

However, debt comes at a cost. Let’s imagine this company invests the $1000 in a risky venture that doesn’t work. Now, it has to pay interests out of its core business profits. The good news is that it has a strong core business and the interest amount doesn’t dwarf the profits of the core business. So, in this case, we’re safe. However, when companies take on huge amounts of debt to fund large investments, they can often end up paying a lot more than interest in the form of “Costs of Financial Distress” or “Bankruptcy costs.” This happens when the market believes its debt burden is too high and the stock begins losing value.

Rohan_Bankruptcy costs

The takeaway here is that there is an optimal amount of debt for every company where the benefits gained by paying lesser taxes are lesser than the costs of financial distress. That’s why capital structure (the ratio of debt to the overall value of the firm) matters.

2. Create foreign subsidiaries

If Luxembourg offers a 0% tax rate, it pulls companies toward investing in a foreign subsidiary based out of Luxembourg. This way, our imaginary company’s tax payers don’t lose any value to taxes. The only condition here is that the money earned in Luxembourg has to stay in Luxembourg. If the company tries to bring it to the US, it’ll have to pay the 30% in taxes. Large multinationals don’t have problems doing this, of course. There are plenty of local investment opportunities.

So, as companies become increasingly global, we’re going to see more of the foreign subsidiary strategy brought in to play. Given a company’s incentives, it is common sense to optimize its tax payments because its value in the market is driven by the value it returns to its shareholders. This conflicts with the interests of the regulators, of course.

But, if there’s one thing I’ve learned about markets, they’re rife with conflicts of interest.

Rohan Rajiv just completed his first year in Kellogg’s Full-Time Two-Year Program. Prior to Kellogg he worked at a-connect serving clients on consulting projects across 14 countries in Europe, Asia, Australia and South America. He blogs a learning every day, including his MBA Learnings series, on