Problem: Tax rules that allow debt interest to be offset against profits create a preference for debt over equity funding, which contributes to over-gearing and systemic risk and encourages financial engineering and short-termism, especially in private equity
Solution: Equalise the tax treatment of debt and equity, instead of the current system where dividends are taxed but interest can be deducted from taxable profits. Policy Exchange
(p60-66) estimates that if debt and equity were taxed equally at 10%, headline corporate tax could be reduced from 28% to 17% for the same tax revenue. The idea has many supporters including
John Plender at the FT, Bank of England, IMF, Institute of Fiscal Studies and Conservative Party.
Private equity benefits include:
• Modernizing investee companies
• Helping industry to shed non-core assets
• Challenging PLC management
• Sheltering companies in transition from quarterly public reporting
• Restoring bankrupt companies with fresh capital
• Providing an alternative source of returns for diversity-seeking investors
• Adapting PE business model with the economy and needs of their investors (or limited partners, LPs)
Problems from PE reliance on financial engineering:
• Makes unviable LBOs viable purely for tax reasons
• Transfers wealth from taxpayers through interest deductibility
• Diverts R&D spend and capital investment to service debt
• Miss-allocates resources as buyout firms target cashflow companies instead of turnarounds
• Increases bankruptcy risk through unsuitable capital structures, eg high gearing against cyclical earnings, adding to welfare costs from unemployment and inequality
• Reduced customer service has economic costs, especially in infrastructure and health
• Distribution of PE-related leveraged loans increases financial systemic risk, especially as PE refinancing peak in 2012 approaches
• Transfers equity yields from future pension savers to current PE investors
• Distorts the tax system by blurring income and capital, allowing inefficiencies such as the
taxation of carried interest as capital
General policies against short-termism:
• For executives, make share-based incentives vest over longer periods to reduce gearing incentives, link executive pay also to non-financial measures related to delivery of the corporation’s purpose such as customer ratings, market position and market share
• For equity owners, equalize the time horizons of asset managers and their underlying investors to remove the pressure for short-term gains, such as geared dividends or takeovers
• For lenders, restore discipline to securitisation through higher disclosure, retention of risk by originators, independently funded credit ratings and more buy-side diligence.
Reforms to the PE industry:
• For the General Partners, or managers, of PE firms, improve transparency on the true origin and extent of returns, including effects of fees and tax subsidies, and extent of true risk taken by GP after fees.
• Reward operational turnarounds through long-term tax incentives, while discouraging financial engineering through higher taxes on debt.
• Exclude PE firms from tax grouping rules (as with OEICs) and keep liability for acquisition debt and the risks from over-gearing at bidder level
• Extend the “Source of Strength” doctrine from bank holding companies, requiring PE firms to provide assistance for subsidiaries at risk of bankruptcy. Rank GPs with LPs so that financial assistance is funded with clawbacks on PE management fees and carried interest as well as investor funds
Problems with tax reform of debt interest:
• Abolishing debt interest deductibility could push firms into bankruptcy, needs transitional implementation
• May not stop excessive gearing through sale-and-leasebacks, needs coordinated provisions
• Does not address credit bubbles caused by low interest rates and excess savings in China and Germany
• Could reduce investor returns if profits are retained
The EC’s proposed Directive on Alternative Investment Fund Managers is pushing for measures...