On Nov. 1, if Wall Street experts are correct, the companies that own 10 million shares of Chrysler Corp.'s preferred stock will realize a $150 million tax bonanza.
The newly profitable Chrysler Corp. will pay owners of its preferred stock $110 million in dividends. Most of the stockholders are other companies that bought stock in recent weeks with the idea of reaping just such a windfall.
Such a bonanza is the target of a major effort to revise the corporate tax code, proposed yesterday by the staff of the Senate Finance Committee. The changes would, among other things, make Chrysler and other similar preferred stocks much less lucrative as short-term investments for other corporations.
The committee staff, proposing the changes at the request of Chairman Robert J. Dole (R-Kan.), said the corporate tax code is not only excessively complex and capricious but so subject to manipulation that in some cases the government would collect more revenues if there were no corporate tax at all.
The study said the proposed changes would add about $500 million to federal tax coffers in 1984 and another $2.5 billion by 1986. In fiscal 1983, corporate income taxes are expected to come to about $35 billion.
Although the proposed changes would increase federal revenues, the committee staff said that is not the main thrust of the proposed revision. The main goal is to curb the "serious abuses and unintended hardships under present law."
The $110 million Chrysler payment is to a group of companies that own preferred stock, a special type of stock that guarantees a dividend except in the bleakest of times but that does not usually give owners a voting share in the company. Chrysler, which in 1979 nearly went bankrupt but returned to profitability this year, is making up four years of skipped dividends on that preferred stock.
Present law permits corporations that own Chrysler stock to deduct 85 percent of the dividends and pay only $8 million in federal taxes on the $110 million they receive. Furthermore, these companies can sell their Chrysler shares the same day at $110 million in losses, thereby reducing their federal tax bill by about another $50 million.
Companies need own stock only 15 days to get the special 85 percent dividend deduction, which is designed to prevent the federal government from taxing the same dividend twice at the corporate level. The rule proposed by the Finance Committee staff would require companies to own stock for a year before getting the deduction.
The study seeks to replace the complex rules that surround corporate takeovers, liquidations and mergers with simple rules as well as to overhaul the taxation laws that apply to the distribution of dividends or other remuneration to shareholders in the companies.
Under current law, companies seek ways to keep acquisitions tax-free and at the same time get the benefits of higher depreciation by valuing the assets they acquire at current prices rather than original purchase prices.
In corporate mergers, the staff said, there should be only two possible outcomes. If the companies continue as before the merger--that is, the values of assets and liabilities carry over to the new arrangement as they were in the old--then there should be no taxation.
If the acquiring company instead values the assets of the purchased company at current market value and then seeks increased depreciation or depletion on those assets, the acquisition should be treated as a sale and the gains should be taxed, the report said.
"You've got a choice," a Senate source said. "You either step into each other's shoes or you pay tax and get the benefits of the stepped-up value of the assets."
The proposed changes also would require a company to pay taxes on gains it realizes when it goes out of business and sells its assets, a process called liquidation. At present, a liquidating company is not required to pay taxes on such gains, while a company still in business is taxed for selling assets at a profit.
Under current laws, shareholders must pay taxes on most routine payments, like dividends, they receive from companies. But if the company makes no money, payments to shareholders are not taxable. Companies (mainly smaller ones controlled by few shareholders) have discovered methods of eliminating earnings and profits in order to make such payments to shareholders.
When Dole asked for the study last fall, he said he planned to hold hearings early in 1984 on major revisions of the corporate tax code.