組織再編におけるスプリットオフの意義¹

抄録

Split-offs, a form of divestiture whereby a parent firm distributes the stock of a divested subsidiary to its shareholders in exchange for their stock holdings in the parent, has the effect of simultaneously executing a divestiture and a share repurchase equivalent in value to the divested subsidiary, while also effecting self-selection by shareholders through their choice of stocks from the parent and the subsidiary. Since share repurchases are an increasingly popular avenue for payouts along with dividend payments, it is worthwhile to introduce tax-free provisions for split-offs in an equivalent manner to those for spin-offs, another form whereby a parent distributes subsidiary stock as tax-free dividends to its shareholders.

Firms have preferred cash sales to spin-offs because the former brings them proceeds, even if only the latter is tax-free. Split-offs, under a tax-free arrangement, would have an effect equivalent to distributing such proceeds in the reorganization of product portfolios. Such a development in divestitures would also affect how firms are viewed, from internally coherent, family-like organizations to businesses structured to allow for possible future divestitures.