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Tax Shock: Mergers Trigger Taxes Without Selling
12 Jan
Summary
- Shareholders may pay taxes on merger share gains without selling.
- Tax applies if old shares were considered 'stock-in-trade'.
- Value difference taxed as business income, not lower capital gains.
Shareholders involved in corporate mergers may now face tax liabilities on gains from newly received shares, even without selling them. This ruling specifically targets those whose original shares were classified as 'stock-in-trade' by tax authorities. The Supreme Court has determined that the difference in value between surrendered and acquired shares will be taxed as business income.
The apex court's decision stems from a case involving the OP Jindal group, where shares held as stock-in-trade were substituted during an amalgamation. The court reasoned that such substitutions, if realizable and precisely valued, constitute taxable business income under the Income-Tax Act. This interpretation aims to prevent tax evasion avenues that could arise from warehousing unrealized profits in shell entities before amalgamation.
This verdict, relating to an amalgamation from 1996, is anticipated to extend to other merger transactions. It could significantly impact family offices, financial institutions, and traders, potentially leading to increased litigation over the valuation of such transfers. The ruling accelerates taxation to the point of share receipt, unlike other non-cash transactions where tax is typically deferred.
