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

Halstenstad, Simen Smit; Feen, Thomas Solhaug
Master thesis
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URI
https://hdl.handle.net/11250/2982086
Date
2021
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  • Master Thesis [4657]
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.

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