• Home
  • Latest
  • Fortune 500
  • Finance
  • Tech
  • Leadership
  • Lifestyle
  • Rankings
  • Multimedia

Trendingnow

1

After forcing workers back to the office, Goldman Sachs and JPMorgan Chase are now letting their staff work remotely—but only for the World Cup

2

The Pentagon said Iran War costs $29 billion, but the real cost is closer to $200 billion—and counting

3

Current price of oil as of June 23, 2026

1

After forcing workers back to the office, Goldman Sachs and JPMorgan Chase are now letting their staff work remotely—but only for the World Cup

2

The Pentagon said Iran War costs $29 billion, but the real cost is closer to $200 billion—and counting

3

Current price of oil as of June 23, 2026
FinancePfizer

Pfizer’s massive tax play for AstraZeneca

By
Cyrus Sanati
Cyrus Sanati
Down Arrow Button Icon
By
Cyrus Sanati
Cyrus Sanati
Down Arrow Button Icon
April 29, 2014, 4:05 PM ET
Add Fortune on Google for similar content.

Pfizer’s $100 billion takeover bid for rival drug maker AstraZeneca could be too big a tax dodge for the U.S. government to ignore.

In what would be one of the largest and most brazen “tax inversion” mergers ever attempted by a U.S. company, the Pfizer (PFE) deal seems to be testing the patience and resolve of lawmakers and bureaucrats. In a tax inversion, the headquarters of a U.S. company is technically moved abroad to a lower tax jurisdiction in order to save on paying taxes to Uncle Sam. In this case, Pfizer would reincorporate itself in Britain.

While comprehensive corporate tax reform still seems like a long shot, the Pfizer deal, if consummated, might push lawmakers to move ahead with plans to seal up the tax loophole for good, putting an abrupt end to the recent wave of tax-induced mergers.

Tax advantages are rarely the primary motivation for pursuing a merger, but they can sweeten the synergies just enough to seal one up. But in the last few months, it seems that taxes are playing a larger role in deals than had previously been the case. For example, it seems that nearly every big deal that has been announced recently has claimed a tax inversion as one of the few concrete benefits of the deal. For some, it seems like it was the only reason.

Tax inversions are not new, but the U.S. government apparently assumed it had erected enough barriers to prevent companies from indulging in them. For example, the government requires around 20% of the company’s stockholders in the new entity to be foreign in order for it to be considered a legal move. That has made it difficult for companies to simply change their status, as was the case in the late 1990s when companies like Tyco inverted to tax free jurisdictions.

MORE: Pfizer CEO on AstraZeneca management: They need convincing

Despite the government’s best efforts, tax inversions have exploded again, taking more U.S. companies out of the taxman’s reach. To meet the ownership rules, companies are being encouraged to acquire smaller foreign companies. The new entity is incorporated either in the jurisdiction of the smaller, foreign target or in another jurisdiction where the tax rate is seen as even more favorable for the newly combined entity.

Pfizer’s bid for AstraZeneca (AZN) is just the latest in a string of tax inversion deals. For example, pharmaceutical company Endo recently merged with Paladin Labs and reincorporated in Ireland, where the corporate tax rate is 12.5%. The deal is estimated to have saved New Jersey-based Endo some $50 million a year in taxes. Advertising giants Omnicom (OMC) and Publicis announced a proposed merger in July 2013, along with plans to incorporate the combined company in the Netherlands, saving an estimated $80 million a year in taxes. And when Eaton Corp acquired Cooper industries of Ireland, it lowered its net effective tax bill from an already low 12.5% to 2.5%.

But the Pfizer deal takes the cake. Pfizer’s effective U.S. tax rate last year was 27.4%. By domiciling in the U.K., that rate would fall to 21.3%. That translates to an annual tax savings of some $1.2 billion for the drug company. But that seems like just an added bonus when you factor in Pfizer’s cash held overseas. By becoming a U.K. company, Pfizer would no longer be responsible for paying the U.S. a repatriation tax of 35% on its foreign cash earnings. With 70% of the company’s $49 billion in cash held overseas, that translates into a possible one-off tax savings of some $12 billion. The fact that Pfizer made that money while it was a U.S. company doesn’t seem to matter.

When seen in that light, it is understandable why Pfizer would be so keen on linking up with U.K.-based AstraZeneca. At the very least, it probably wouldn’t be offering such a staggering premium for the company if it were based, say, in Texas.

So is Pfizer wrong to be denying Uncle Sam his cash? Morally, one might say the company is crossing the line, but legally they have every right to engage in this sort of behavior. The sheer size of the tax bill Pfizer would be tearing up here seems way too big to go unnoticed in Washington, though. In the past 20 years, the U.S. government has made it progressively harder for companies to engage in tax inversion. The latest explosion of deals seems to have come to a head with the Pfizer deal and could finally force Congress to act.

To be sure, Democrats and Republicans seem united in their opposition of tax inversions, even though both sides are loath to admit it. President Obama actually put forth a proposal in his administration’s budget that would make it much harder for companies to engage in tax inversions by raising the foreign ownership level threshold from 20% to 50%. Republican tax hawks, led by Rep. Dave Camp, the current chairman of the powerful House Ways and Means Committee, want to cut the tax inversion loop hole as well by pushing through major corporate tax reform that would wipe away incentives companies currently receive to domicile abroad.

MORE: Why investors should fear the return of the buyback

“It is a real problem when the tax code provides an incentive for U.S.-based companies to move overseas, often times taking good jobs with them,” Camp told Fortune. “The tax reform draft I released was designed to put an end to those incentives, and actually make America a more attractive place to invest and do business.”

Passing total corporate tax reform before the November midterm elections seems like a long shot, but sealing the tax inversion loophole could be in the cards if Pfizer pushes ahead.

The government has a history of throwing down the gauntlet when big companies like Pfizer cross the line. When engineering giant Ingersoll-Rand reincorporated in Bermuda in 2001 to escape U.S. taxation, the government cracked down hard on inversions, stating that companies wishing to invert must have “substantial” business activity in the country they reincorporate in. That pretty much ended inversions for island tax havens for good.

Pfizer executives are hoping they can slip this merger past government tax hawks without attracting too much attention. While they may be successful, it will not go down quietly.

About the Author
By Cyrus Sanati
See full bioRight Arrow Button Icon
Add Fortune on Google for similar content.

Latest in Finance

Finance
Lorem ipsum dolor sit amet, consectetur adipiscing elit, sed do eiusmod tempor incididunt ut labore et dolore magna aliqua. Ut enim ad minim veniam
By Fortune Editors
October 20, 2025
Finance
Lorem ipsum dolor sit amet, consectetur adipiscing elit, sed do eiusmod tempor incididunt ut labore et dolore magna aliqua. Ut enim ad minim veniam
By Fortune Editors
October 20, 2025
Finance
Lorem ipsum dolor sit amet, consectetur adipiscing elit, sed do eiusmod tempor incididunt ut labore et dolore magna aliqua. Ut enim ad minim veniam
By Fortune Editors
October 20, 2025
Finance
Lorem ipsum dolor sit amet, consectetur adipiscing elit, sed do eiusmod tempor incididunt ut labore et dolore magna aliqua. Ut enim ad minim veniam
By Fortune Editors
October 20, 2025
Finance
Lorem ipsum dolor sit amet, consectetur adipiscing elit, sed do eiusmod tempor incididunt ut labore et dolore magna aliqua. Ut enim ad minim veniam
By Fortune Editors
October 20, 2025
Finance
Lorem ipsum dolor sit amet, consectetur adipiscing elit, sed do eiusmod tempor incididunt ut labore et dolore magna aliqua. Ut enim ad minim veniam
By Fortune Editors
October 20, 2025

Most Popular

Finance
Lorem ipsum dolor sit amet, consectetur adipiscing elit, sed do eiusmod tempor incididunt ut labore et dolore magna aliqua. Ut enim ad minim veniam
By Fortune Editors
October 20, 2025
Finance
Lorem ipsum dolor sit amet, consectetur adipiscing elit, sed do eiusmod tempor incididunt ut labore et dolore magna aliqua. Ut enim ad minim veniam
By Fortune Editors
October 20, 2025
Finance
Lorem ipsum dolor sit amet, consectetur adipiscing elit, sed do eiusmod tempor incididunt ut labore et dolore magna aliqua. Ut enim ad minim veniam
By Fortune Editors
October 20, 2025
Finance
Lorem ipsum dolor sit amet, consectetur adipiscing elit, sed do eiusmod tempor incididunt ut labore et dolore magna aliqua. Ut enim ad minim veniam
By Fortune Editors
October 20, 2025
Finance
Lorem ipsum dolor sit amet, consectetur adipiscing elit, sed do eiusmod tempor incididunt ut labore et dolore magna aliqua. Ut enim ad minim veniam
By Fortune Editors
October 20, 2025
Finance
Lorem ipsum dolor sit amet, consectetur adipiscing elit, sed do eiusmod tempor incididunt ut labore et dolore magna aliqua. Ut enim ad minim veniam
By Fortune Editors
October 20, 2025
Fortune Secondary Logo
Rankings
  • 100 Best Companies
  • Fortune 500
  • Global 500
  • Fortune 500 Europe
  • Most Powerful Women
  • World's Most Admired Companies
  • See All Rankings
  • Lists Calendar
Sections
  • Finance
  • Fortune Crypto
  • Features
  • Leadership
  • Health
  • Commentary
  • Success
  • Retail
  • Mpw
  • Tech
  • Lifestyle
  • CEO Initiative
  • Asia
  • Politics
  • Conferences
  • Europe
  • Newsletters
  • Personal Finance
  • Environment
  • Magazine
  • Education
Customer Support
  • Frequently Asked Questions
  • Customer Service Portal
  • Privacy Policy
  • Terms Of Use
  • Single Issues For Purchase
  • International Print
Commercial Services
  • Advertising
  • Fortune Brand Studio
  • Fortune Analytics
  • Fortune Conferences
  • Business Development
  • Group Subscriptions
About Us
  • About Us
  • Press Center
  • Work At Fortune
  • Terms And Conditions
  • Site Map
  • About Us
  • Press Center
  • Work At Fortune
  • Terms And Conditions
  • Site Map
  • Facebook icon
  • Twitter icon
  • LinkedIn icon
  • Instagram icon
  • Pinterest icon

Latest in Finance

t
PoliticsDonald Trump
Trump holds landmark affordable housing bill hostage over his pet issue: The ‘national emergency’ of voter ID
By Mary Clare Jalonick and The Associated PressJune 24, 2026
2 hours ago
s
BankingScott Bessent
Scott Bessent calls Mamdani ‘leader of the Democratic Party,’ touts weekly Warsh breakfasts and a new push to put every American in the stock market
By Nick LichtenbergJune 24, 2026
3 hours ago
a
RetailAmazon
Amazon’s record Prime Day masks a darker truth: Americans are spending more and getting less
By Nick LichtenbergJune 24, 2026
3 hours ago
rd
AsiaChina
Ray Dalio just finished a 10-day trip to China. He says global leaders know America ‘doesn’t have what it takes to fight to maintain its empire’
By Nick LichtenbergJune 24, 2026
5 hours ago
Top CD rates from major banks June 24, 2026: Chase CDs, Bank of America CDs, Citibank CDs, and more
Personal FinanceCertificates of Deposit (CDs)
Top CD rates from major banks on June 24, 2026: Chase CDs, Bank of America CDs, Citibank CDs, and more
By Joseph HostetlerJune 24, 2026
5 hours ago
Current price of gold as of June 24, 2026
Personal Financegold prices
Current price of gold as of June 24, 2026
By Danny BakstJune 24, 2026
5 hours ago

Most Popular

After forcing workers back to the office, Goldman Sachs and JPMorgan Chase are now letting their staff work remotely—but only for the World Cup
Success
After forcing workers back to the office, Goldman Sachs and JPMorgan Chase are now letting their staff work remotely—but only for the World Cup
By Orianna Rosa RoyleJune 23, 2026
1 day ago
The Pentagon said Iran War costs $29 billion, but the real cost is closer to $200 billion—and counting
Economy
The Pentagon said Iran War costs $29 billion, but the real cost is closer to $200 billion—and counting
By Jacqueline MunisJune 24, 2026
11 hours ago
Current price of oil as of June 23, 2026
Personal Finance
Current price of oil as of June 23, 2026
By Joseph HostetlerJune 23, 2026
1 day ago
Markets tumble worldwide as Fed resets expectations: $400 billion wiped off SpaceX stock
Banking
Markets tumble worldwide as Fed resets expectations: $400 billion wiped off SpaceX stock
By Jim EdwardsJune 23, 2026
1 day ago
Current price of gold as of June 23, 2026
Personal Finance
Current price of gold as of June 23, 2026
By Danny BakstJune 23, 2026
1 day ago
Texas and Charlotte used to build huge McMansions—now they're copying the California design tricks they once mocked
Real Estate
Texas and Charlotte used to build huge McMansions—now they're copying the California design tricks they once mocked
By Sydney LakeJune 22, 2026
2 days ago

© 2026 Fortune Media IP Limited. All Rights Reserved. Use of this site constitutes acceptance of our Terms of Use and Privacy Policy | CA Notice at Collection and Privacy Notice | Do Not Sell/Share My Personal Information
FORTUNE is a trademark of Fortune Media IP Limited, registered in the U.S. and other countries. FORTUNE may receive compensation for some links to products and services on this website. Offers may be subject to change without notice.