Effects of Strategic Tax Behaviors on Corporate Governance

Nicola Sartori, University of Michigan - Ann Arbor

Abstract

This paper addresses agency tensions and conflicts that may emerge between managers (agents) and shareholders (principals) as a result of aggressive tax planning strategies adopted by publicly held corporations. The interactions between corporate governance and taxation are bilateral and biunique: in fact, on one side, the manner in which corporate governance rules are structured affects the way a corporation fulfills its tax obligations; on the other side, the way tax designs (from the government perspective) and related tax strategies (from the corporation perspective) are planned influences corporate governance dynamics.

This article investigates such bilateral relationship limiting the analysis to the specific tensions that emerge between mangers and shareholders when publicly held corporations engage in strategic tax behaviors. Therefore, the purpose of the research is to critically analyze the connection between corporate governance and strategic tax behaviors, first, by using tax law to better understand corporate governance dynamics and, second, by using corporate governance rules to better understand tax strategies.

The research agenda requires (i) to analyze the general relationship between corporate governance and taxation (chapter one), (ii) to define strategic tax behaviors (chapter two), (iii) to investigate the strategic tax behaviors that may have an impact on corporate governance dynamics (chapter three), and (iv) to conclude that anti-avoidance tax rules have the power to regulate corporate governance dynamics.