Martin Wolf makes an interesting point
in his column this morning - one you never hear talked about but which is a major factor in how we found ourselves in the economic mess we are in. The gist of the column is that banks protestations that they are mending their ways aren't believable until they put their weight behind real reforms that address the real issues, including:
Third, banks should join with other businesses in a campaign to end the distortions in corporate taxation in favour of debt. There is too much debt in the economy. The consequences have been dire.
For many people this requires an explanation. As I stated in
an earlier post, corporations are basically mechanisms for owners of capital to act collectively to make a profit. When a corporation needs to raise capital, it can do it in one of two ways - it can issues shares of stock, or it can borrow.
Well - really, there are all kinds of ways it can raise capital, and they all have various fancy names, but from an corporate income tax perspective - and this is true under the tax laws of virtually every country in the world - any instrument a company uses to raise capital has to fall within one of these two classes - it is either equity capital (shares of stock) or it is indebtedness.
The character of the instrument is extremely important for tax purposes - because when an owner of "shares" receives a payment on his investment in the company, it is called a dividend and when an owner of "debt" receives a payment on his investment in the company it is called interest. And in determining the company's income subject to tax, interest is considered a deductible expense, and dividends are not. [In many countries - including the US - the recipient of a "dividend" is also treated differently from the recipient of "interest". In the US, dividends are taxed at the capital gains rate, while interest is taxed as ordinary income.]
The result is that there is a huge tax benefit for a company, when raising capital, to have the instrument characterized as debt, and payments on the instrument to be treated as interest. But, of course, there is a downside to having so much debt. If a company's income declines, its shareholders just have to sit there and suffer - but if the creditors aren't paid they can sue to be paid and, ultimately, force the company into bankruptcy.
So when a company needs to raise capital to, say, build a factory, it can either issue stock or borrow. Now there are clearly other considerations that go into the decision, but there is little doubt that the tax consequences of choosing debt or equity is a major one.
And of course, the rules for determining whether an instrument is equity or debt are hugely complex. You don't think they could come up with a simple rule for what is a debt instrument and what is equity, do you? Too many tax lawyers are reaping exhorbitant fees delivering legal opinions on the issue. Years ago - before I graduated from law school - Congress passed a directive to the IRS to issue regulations setting forth rules for determining whether an instrument issued by a corporation was stock or debt. Several years later the IRS issued a draft set of rules, which set forth such a hue and cry that the draft was withdrawn and they never tried again.
As a former money center tax lawyer I can tell you that most of their time is spent on two basic issues - whether an instrument is debt or equity, and whether a payment is ordinary income or capital gain. It is a huge issue for corporations everywhere.
It is also, of course, a huge issue for banks. After all, a traditional bank is allowed to make loans but is not allowed to make stock investments. Addressing the adverse consequences of tax incentives to borrow will result in an huge decline in demand for their main product - loans.
Martin Wolf is right. The difference between a share of stock and a bond from a tax perspective creates huge distortions in corporate decision-making.
But any serious attempt to address this issue would have to be undertaken in the context of comprehensive corporate tax reform. Good luck there.