| Preface | 6 |
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| Table of Contents | 7 |
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| List of Authors | 10 |
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| Part 1: The Link between Taxation and Corporate Governance | 15 |
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| The Link between Taxation and Corporate Governance | 16 |
| Good Corporate Governance: The Tax Dimension | 22 |
| 1. Putting Tax on the Corporate Board s Agenda | 23 |
| 2. Ensuring that Tax Rules Do Not Encourage Behavior that is Contrary to the Interest of the Company and/or its Shareholders | 24 |
| 3. Conclusion | 25 |
| Tax and Corporate Governance: An Economic Approach | 26 |
| Tax and Corporate Governance: An Economic Approach | 26 |
| 1. Introduction | 26 |
| 2. How Taxation and Corporate Governance Interact | 27 |
| 3. Empirical Evidence | 30 |
| 4. Mechanisms to Address the Agency Problem | 34 |
| 5. Conclusion | 42 |
| Tax and Corporate Governance: A Legal Approach | 44 |
| 1. Economic and Legal Perspectives | 44 |
| 2. The Taxpayer that Doesn t Exist | 45 |
| 3. Who Pays the Corporation s Taxes? | 50 |
| 4. Allocating (Corporate) Income Tax | 56 |
| 5. Profit-oriented Activities and the Corporate Tax | 59 |
| 6. Income Measurement in Tax and Financial Accounting | 70 |
| 7. Tax An Ally to Corporate Governance? | 71 |
| 8. Conclusion | 74 |
| Report on the Discussion | 75 |
| 1. Introductory Presentations by Dave Hartnett and Jeffrey P. Owens ( Chair: Jeffrey P. Owens) | 75 |
| 2. Presentations by Mihir A. Desai and Wolfgang Schön ( Chair: Jeffrey P. Owens) | 77 |
| Part 2: The Influence of Tax on Corporate Behavior | 80 |
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| Financial and Tax Accounting: Transparency and Truth | 81 |
| 1. Introduction: Key Issues | 81 |
| 2. Conformity of Financial and Commercial Accounts: In Search of True Profit | 84 |
| 3. Trends and Developments: National Jurisdictions, the EU and IFRS | 88 |
| 4. The U. K. Problems with Partial Conformity | 93 |
| 5. Conclusion and Issues for the Future | 99 |
| Taxation, Accounting and Transparency: The Interaction of Financial and Tax Accounting | 103 |
| 1. Introduction | 103 |
| 2. Taxation and Accounting Two Different Worlds ? | 103 |
| 3. Transparency of the International Accounts and Influence of Transparency on Tax Planning | 106 |
| 4. Framework for Tax Planning | 108 |
| Taxation, Accounting and Transparency: The Missing Trinity of Corporate Life | 111 |
| 1. Introduction | 111 |
| 2. The Shifting Corporate Governance Paradigm | 111 |
| 3. The Shifting Accounting Paradigm | 112 |
| 4. The Link between Prudence, Capital Maintenance and Taxation | 114 |
| 5. Risks and Problems Resulting from Book-Tax Conformity | 116 |
| 6. Potential Benefits of Book-Tax Conformity | 118 |
| 7. The Road Ahead: IFRS, Taxation and SMEs | 119 |
| Tax and the Separation of Ownership and Control | 121 |
| 1. Introduction | 121 |
| 2. The Evolution of Ownership and Control in the U.K. | 122 |
| 3. Pre-Conditions for a Separation of Ownership and Control | 125 |
| 4. Tax as a Catalyst for Exit by Blockholders | 127 |
| 5. Taxation and Demand for Shares | 144 |
| 6. Why Did New Investors Fail to Exercise Control? | 155 |
| 7. Tax and the Rise of the Widely Held Company in the U. S. | 160 |
| 8. Conclusion | 167 |
| Tax and the Separation of Ownership and Control Comment on the paper by Steven Bank and Brian R. Cheffins | 172 |
| Tax and the Separation of Ownership and Control Comment on the paper by Steven Bank and Brian R. Cheffins | 180 |
| 1. The Evolution of Ownership and Control in Germany | 180 |
| 2. Taxation and Demand for Shares | 184 |
| 3. Conclusion | 184 |
| Report on the Discussion | 186 |
| 1. Presentations by Judith Freedman, Martina Baumgärtel and Christian Nowotny ( Chair: Hugh Ault) | 186 |
| 2. Presentation by Steven Bank and Brian R. Cheffins and Comments by Krister Andersson and Norbert Herzig ( Chair: Hugh Ault) | 187 |
| Part 3: The Influence of Corporate Governance on Tax Strategy and Compliance | 189 |
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| Corporate Social Responsibility and Strategic Tax Behavior | 190 |
| 1. Introduction | 190 |
| 2. The Three Views of the Corporation: A Historical Perspective8 | 193 |
| 3. Implications of the Three Views for CSR and the Corporate Tax | 196 |
| 4. The Corporate Tax and CSR from the State s Perspective | 203 |
| 5. Conclusion | 204 |
| Corporate Social Responsibility and Strategic Tax Behavior Comment on the paper by Reuven S. Avi- Yonah | 206 |
| Tax Risk Management and Board Responsibility | 211 |
| 1. Introduction | 211 |
| 2. The Changing Lands
|