론스타의 스타타워빌딩 거래를 통해 살펴본 글로벌 투자펀드의 세무전략

This case study demonstrates how Lone Star, a U.S. global private equity fund avoided heavy taxes in relation to the acquisition and the subsequent sale of an office building named Star Tower located in Seoul, Korea. Lone Star had established a paper company called Star Holdings in Belgium, and let the holding company acquire 100% equity of a Korean domestic firm named C&J Trading, Ltd. who had not been in operation for the past 5 years. Afterwards Star Holdings changed the name of the Korean firm to Star Tower, Ltd., and purchased the office building through this firm. Lone Star employed the following two tax-planning strategies: First, by acquiring the office building through the dormant local firm rather than forming a new one in Korea and letting it purchase the building, Lone Star was able to avoid paying heavy registration taxes associated with the acquisition of the asset and the issuance of additional equity by Star Tower, Ltd. Secondly, by allowing the Belgium holding company to purchase the 100% equity of Star Tower, Ltd. who was now the owner of the office building, Lone Star managed to convert the capital gains(CG) from trading real estate to those from trading equity shares. This was to take advantage of the tax treaty effective between Korea and Belgium. According to the tax treaty, the CG from real estate is taxed in the country where the real estate is located (i.e., Korea in this case), while the CG from equity shares is taxed in the country where the seller of the shares domiciles (i.e., Belgium in this case). Owing to this strategic tax planning, Lone Star saved approximately 25.3 billion KRW of registration tax that would otherwise have been imposed, and also managed to avoid paying roughly 102 billion KRW of taxes relating to the CG from trading the Star Tower building. The Korean tax authority subsequently challenged Lone Star: While the Korean tax court determined that the registration taxes Lone Star avoided could not be imposed (and therefore the case was closed), a court decision has recently been made that the CG taxes could be levied by the Korean tax authority. This case study proposes the following important implications: First, it demonstrates that Lone Star converted income from one type to another (from real estate CG to CG from equity trading, in particular) and also that it shifted income from one pocket to another (from Lone Star in the U.S. to Star Holdings in Belgium, in particular). Thus, this case eloquently tells how much sophisticated tax-planning strategy is employed by a global private equity fund like Lone Star to maximize the after-tax return on investment. This reminds Korean multinational companies that they should also design and execute sophisticated tax planning in order to compete effectively in the global market. Second, this case also provides some ideas to the Korean tax authority how it should cope with global funds like Lone Star who are ready to do virtually anything to minimize their global tax burden.