Treasury Department outlines rules for new corporate taxes
By Jim Tankersley
The Treasury Department earlier this week set broad rules for a new tax on stock repurchases that had been created under a law signed by President Joe Biden this year, largely rejecting business lobbyists’ efforts to narrow its scope.
The initial guidance was issued ahead of more detailed regulations that are expected to be released early next year. Tax experts said it was likely to yield more revenue for the federal government than if officials had granted business groups’ request to carve particular types of buybacks out of the tax.
The department also released initial guidance Tuesday for a second, further-reaching tax included in the Inflation Reduction Act: an alternative minimum tax on large corporations that use deductions and credits in the tax code to reduce their effective federal tax rates below 15%. The corporate income tax rate has been set at 21% since 2018, when a sweeping set of tax cuts signed by former President Donald Trump took effect.
The minimum tax guidance sets criteria for which companies must pay that new tax. “Critically,” Treasury officials wrote in a news release, “it also gives smaller corporations an easy method for demonstrating that the new alternative minimum tax does not apply to them.”
The buybacks tax was included as one of several revenue raisers in the Inflation Reduction Act, which Biden signed into law over the summer. The act seeks to reduce prescription drug prices for seniors on Medicare and decrease premiums for some Americans who buy health insurance through the Affordable Care Act. It also includes $370 billion in tax credits and federal spending meant to encourage the deployment of low-emission energy technologies to fight climate change.
The nonpartisan Joint Committee on Taxation, which provides official estimates of tax policies in Congress, projected that the buybacks tax would raise nearly $74 billion over the course of a decade.
Business groups had sought to whittle that number down, by excluding certain types of buybacks from the tax. Treasury officials appeared to agree to only one of them, which concerns SPACs: special purpose acquisition companies, which sell shares to investors and use the money to buy operating businesses.
If a SPAC forms but cannot find a company to buy within two years, it must return investors’ money to them — effectively buying back their shares. The Treasury guidance does not treat that liquidation as subject to the buyback tax. But otherwise, the guidance rejects industry attempts to narrow its scope.
“Treasury and the IRS could have written these regulations narrowly to apply only to paradigmatic buybacks — corporations repurchasing their own common stock on the open market,” said Daniel Hemel, a New York University law professor who specializes in tax law. “Unhappily for Wall Street — but happily from a revenue perspective — Treasury chose to define the scope of the tax much more broadly.”
Hemel noted that the guidance was in contrast with the department’s decision Friday to delay by a year a new reporting requirement for users of Venmo, PayPal and a variety of other tech platforms. A provision in the American Rescue Plan, the $1.9 trillion economic legislation Biden signed soon after taking office in 2021, was set to begin forcing those tech platforms to report small transactions to the IRS, a change that stoked fears of surprise tax bills for individual taxpayers and drew heavy opposition from small businesses and large tech companies alike.
It is “hard to tell a story about Treasury and the IRS going narrow or going broad” on tax implementation issues under Biden, Hemel said. “It’s going in different directions on different issues.”