지주회사의 간주취득세 감면에 관한 조세전략사례 연구: 홈플러스 인수 사례를 중심으로

This research reviews Private Equity Funds’s (PEF) strategy to avoid oligopolistic stockholders tax while taking over unlisted companies. Last 2015, MBK Partners, a Korean PEF, was facing huge tax for oligopoly stockholder when it took over HomePlus, an unlisted corporate group, from its considerable real estate assets. According to Restriction of Special Local Taxation Act, a holding company prescribed in the Monopoly Regulation and Fair Trade Act is exempted from acquisition tax. MBK has utilized this in the past to avoid oligopoly stockholders tax by establishing Special Purpose Company (SPC) as a holding company in an acquisition case. However, the court did not allow this strategy. Thus, such strategy has become ineffective. In response, MBK found a new strategy to qualify for tax exemption on a holding company prescribed in the Restriction of Special Local Taxation Act. It was switching the holding company and its subsidiary company. This case is meaningful in many ways in forming tax strategy and tax policy. In terms of tax strategy, this case made a new attempt by complementing existing neutralized strategy with the trend of PEF's M&A market dominance. Also, this is the most recent tax strategy case that has actively taken advantage of the holding company system. Also, this case is valuable in terms of tax policy. Unlike its actual intention, current exemption law for oligopoly stockholders tax was compromised by emerging tax strategies due to its limitations. Those current policies should be considered for amendment to prevent loopholes.