Bitter chocolate

At one point in the book on which this blog is based, I discuss the chocolate firm Cadbury’s as an example of how the ‘new capitalism’ works:

“This was a firm with a history dating back to the nineteenth century and marked by a strong interest in worker welfare. In 2009 a hostile takeover bid from Kraft, a giant US food corporation, was rejected but subsequently, in 2010, a deal was agreed. The deal generated an estimated £240 million in fees for the investment banks and advisers involved. One especially controversial aspect is that Cadbury’s had had plans to close its factory in Somerset and move production to Poland, but Kraft undertook that this would not happen if they took over. However, after the takeover the factory was closed in favour of the Polish location, and amongst the hundreds laid off were families who had worked for Cadbury’s for decades. So here a workplace rooted in a history and a community was eviscerated. Is this just ‘the way things are’? No, because such situations arise from particular regulatory regimes and, as the former chairman of Cadbury’s has argued, the UK regulation of overseas takeovers is especially lax.” (p.106)

My point here was about the fracturing of links between organizational ownership, communities and places. But this connects with another issue, also mentioned briefly in the book (p.118) but more extensively on this blog, namely corporate taxation. For it has now emerged, perhaps unsurprisingly, that Cadbury’s under its new owner Mondelez International, a spin-off of Kraft, paid no UK corporation tax last year. This was not because it was unprofitable (Cadbury’s made £96.5M profit in 2014) but because it used a complex, albeit perfectly legal, device to avoid paying the tax. Briefly, the tax liability was avoided using interest payments on an unsecured debt, listed as a bond on the Channel Islands’ stock exchange, which were then offset against the profits made leading to a zero corporation tax liability.

The use of tax avoidance techniques such as these is widespread. Facebook, Starbucks and Amazon are amongst high profile cases and the recently announced 'reverse takeover' of Pfizer by Allergan is another variant. Here Pfizer – the bigger firm – is formally being taken over by the smaller one, allowing it to headquarter the new entity in the lower corporate tax regime, in this case the Republic of Ireland; so-called tax inversion. These techniques link to the wider issue of organizations and localities because they reflect the freedom of companies to locate globally and the absence of any legal or for that matter normative commitment to any particular country or community.

The problem here is not – or not simply – one of abstract morality. It is that corporate tax avoidance leads to the erosion of the tax base. It is remarkable that with so many countries pursuing policies of fiscal balance there is so much more attention paid to government spending than to government revenues. Yet what the OECD refers to as Base Erosion and Profit Shifting (BEPS) has become a major problem, especially in the developing world leading to a set of proposals for reform being presented to the G20 last October. The OECD initiative, and that of the EU, may in time have an impact (although in the case of the EU proposals they have, depressingly, been rejected by the UK). However, it is equally likely that corporations and their advisers will find new ways to circumvent these rules, and in any case I am not clear that they would have any traction in cases such as Cadbury’s. One problem here is that both national, and these new transnational, rules are immensely complex and it is that very complexity which gives rise to new loopholes.

Apart from legal and regulatory changes to the tax system, the only other game currently in town is consumer action and boycotts. There is some evidence that these can be effective, with Starbucks responding to a UK boycott threat by moving its headquarters to London in 2014, although it has been questioned whether this really made much difference to tax revenues. In any case, such an approach is only ever going to be applied to a few high profile cases. How many consumers will, or could, apply pressure to all the corporates involved in tax avoidance? It’s difficult to imagine many users of Viagra boycotting its maker, Pfizer, to protest against the abstruse-sounding tactic of reverse takeover to facilitate tax inversion!

Whether through changing tax laws or exerting consumer pressure, both these approaches suffer from the fact that they are after the fact attempts to address problems arising from the fracture of ownership and places, especially countries. Thus I continue to think, as implied in the extract from my book that I quoted earlier, that the more important issue is the regulation of international mergers and acquisitions. We can’t put the genie of globalization back in the bottle but there are pragmatic and eminently workable ‘glocalized’ approaches to organization.

It is already the case that takeover rules in Germany, say, are far tougher than in the UK. One consequence of this is the strength of the Mittelstand – medium-sized, often family-owned, businesses – that are the bedrock of German manufacturing and exports. These are firms which are plainly local, and maintain a strong link between ownership, community and employment. Yet this is not an ‘anti-globalization’ argument for the Mittelstand is most certainly global in its clientele. A combination rather like Cadbury’s, in fact, in the days before it was taken over.