기업분할과 조세회피: 물적분할과 인적분할의 차별적 효과

초록

This study investigates how different forms of corporate spin-offs—specifically, carve-outs and spin-offs—affect firms’ tax avoidance behavior. Corporate restructuring through spin-offs has become a prevalent strategic tool for business specialization, value enhancement, and capital reallocation. However, the nature of ownership and control following a spin-off can produce sharply contrasting incentives for tax planning and managerial opportunism. The Korean institutional context, characterized by concentrated ownership structures, pyramidal control, and weak minority shareholder protection, provides an ideal setting to examine how ownership concentration and market monitoring interact with corporate tax strategies. From a corporate governance perspective, tax avoidance represents a double-edged sword. While moderate tax planning can enhance firm value by increasing after-tax cash flows, excessive tax avoidance may impose legal, reputational, and financing costs. In weak governance environments, it can serve as a mechanism for controlling shareholders to extract private benefits at the expense of minority investors. Corporate carve-outs, in which the parent company retains 100% ownership of the newly established subsidiary, tend to exacerbate this agency problem by consolidating control rights and weakening external monitoring. In contrast, spin-offs, which distribute the new company’s shares directly to existing shareholders, disperse control and are immediately exposed to capital market scrutiny. These structural differences in ownership dispersion and monitoring intensity are expected to shape firms’ incentives and capabilities for tax avoidance. Under Article 530-12 of the Korean Commercial Act, a carve-out allows the parent to fully own the new subsidiary, maintaining the hierarchical relationship after the division. Meanwhile, a spin-off allocates the shares of the new firm to the existing shareholders in proportion to their holdings, leading to a de facto separation of ownership and control between the parent and subsidiary. Such structural divergence provides a unique empirical setting to test how governance mechanisms and tax avoidance behavior are endogenously linked through corporate restructuring. Furthermore, Article 47 of the Corporate Tax Act offers a special deferral rule for qualified carve-outs, allowing firms to defer taxation on gains from asset transfers until the disposal of subsidiary shares. Although intended to support corporate restructuring, this regulation may also create institutional opportunities for strategic income shifting and tax deferral within business groups. Drawing on agency theory and prior research linking governance quality to tax avoidance (Desai & Dharmapala, 2006; La Porta et al., 1999; Bebchuk et al., 2000), this study investigates whether the structure and ownership consequences of corporate divisions drive divergent tax strategies. The empirical analysis uses a sample of KOSPI and KOSDAQ firms from 2014 to 2022 and tests two hypotheses: (1) firms announcing carve-outs engage in greater tax avoidance than non-division firms, and (2) firms announcing spin-offs exhibit lower incentives for tax avoidance due to enhanced monitoring and ownership dispersion. Tax avoidance is measured using GETR, CETR, and BTD, with CTR and discretionary BTD (DDBTD) employed for robustness. The results strongly support the predicted asymmetry. Carve-out firms show significantly higher levels of tax avoidance across all primary measures, and only carve-out firms exhibit a statistically significant increase in tax avoidance after the division. These findings indicate that maintaining full ownership in carve-outs strengthens controlling shareholders’ ability to manipulate intra-group transactions and tax bases. The carve-out deferral rule further amplifies incentives for strategic tax minimization. In contrast, spin-offs show weak and statistically insignificant associations with tax avoidance, consistent with the notion that ownership dispersion, improved transparency, and market-based monitoring constrain managerial discretion. Robustness tests using alternative proxies and propensity-score matching confirm that carve-out firms consistently engage in higher tax avoidance than both non-division and spin-off firms. This study makes several key contributions. First, it extends the tax avoidance literature by conceptualizing corporate division as an institutional event that links governance structure and tax behavior, offering a novel framework that integrates ownership concentration, monitoring intensity, and tax planning incentives. Second, it provides new empirical evidence from Korea, where concentrated ownership and statutory tax deferral mechanisms jointly influence corporate tax strategies. Third, it identifies the qualified carve-out deferral rule as a potential source of unintended tax avoidance, providing policy implications for the redesign of tax incentives and minority shareholder protection. Finally, by incorporating multiple tax avoidance proxies and addressing endogeneity through PSM, this study enhances the robustness and credibility of empirical inferences. Overall, the evidence underscores that corporate carve-outs serve as a structural driver of tax avoidance, while spin-offs function as a governance mechanism that curtails opportunistic tax planning. These insights contribute to a deeper understanding of how governance design, legal institutions, and corporate restructuring jointly shape firms’ tax compliance and financial transparency, offering meaningful implications for regulators, policymakers, and capital market participants.

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