SPACs – Experts on Taxation?: An empirical study of SPACs and the role of taxation in their choice of jurisdiction

Abstract

A Special Purpose Acquisition Company (SPACs) is a listed shell company that raises money from the public markets for the purpose of acquiring a private company (Deloitte, 2020). This thesis investigates the structure of SPACs and how tax implications affect their choice of jurisdiction. We find that there has been a great resurgence in the number of foreign SPAC incorporations over the past year. Although complex tax issues may arise in cross-border business combinations, SPACs have creative approaches and pragmatic solutions to navigate these in a tax-effective manner. We cannot find evidence that jurisdiction or business combination yields subsequently better returns when adjusting for outliers. Nor can we find evidence that specific underwriters affect the choice of jurisdiction or the structure of the business combination. However, we find that SPACs in certain sectors have a higher probability of incorporating in a foreign jurisdiction. Based on our findings, we conclude that tax implications are less crucial for the jurisdiction of a SPAC than the literature percepts. Even though SPACs aims to reduce the tax burden as any other profit-maximizing corporation, they are experts on navigating the different tax regimes and rules that otherwise could have been costly to the shareholders in the de-SPACing.