The Global Minimum Tax (Pillar Two) and the Future of Cross-Border M&A
成果类型：
Article
署名作者：
Martins, Joao Vitor Gomes
署名单位：
Harvard University
刊物名称：
HARVARD INTERNATIONAL LAW JOURNAL
ISSN/ISSBN：
0017-8063; 2153-2494
发表日期：
2026
关键词：
摘要：
The implementation of the OECD/G20's Global Anti-Base Erosion (GloBE) Rules-commonly known as Pillar Two-marks a paradigm shift in international tax policy by establishing a coordinated global minimum corporate tax regime. While much of the early commentary has focused on its macroeconomic or policy implications, this Note examines how Pillar Two redefines the legal and commercial contours of cross-border mergers and acquisitions. Specifically, it explores how this regime disrupts conventional deal structures, alters the value of tax incentives, impacts purchase accounting, and introduces novel risks around scope testing and deferred tax treatment. In a landscape of asymmetric adoption and evolving regulatory guidance, this Note argues that Pillar Two will become a key determinant of tax due diligence, target valuation, and post-deal integration strategy. Transactional exposure to Top-up Taxes-including secondary liability under the Pillar Two charging provisions-requires the reconfiguration of risk allocation through tailored representations, warranties, and indemnities. Moreover, this Note identifies emerging gaps between financial and GloBE tax accounting that may distort jurisdictional effective tax rates and erode expected synergies. This Note's contribution lies in bridging doctrinal insights with transactional practice, drawing on OECD guidance, scholarly debate, and comparative implementation trends. By situating Pillar Two within the mechanics of real-world deals, it offers a forward-looking framework for multinational enterprises navigating the tension between global tax alignment and deal value preservation.