Alternative Tax Systems

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In the United States shareholders' returns are taxed twice. They are taxed at the corporate level (corporate tax) and in the hands of the shareholder (income tax or capital gains tax). These two tiers of tax are illustrated in Table 16.2, which shows the after-tax return to the shareholder if the company distributes all its income as dividends. We assume the company earns $100 a share before tax and therefore pays corporate tax of .35 X 100 = $35. This leaves $65 a share to be paid out as a dividend, which is then subject to a second layer of tax. For example, a shareholder who is taxed at the top marginal rate of 39.1 percent pays tax on this dividend of .391 X 65 = $25.4. Only a tax-exempt pension fund or charity would retain the full $65.

40This signaling argument is developed in F. Allen, A. E. Bernardo, and I. Welch, "A Theory of Dividends Based on Tax Clienteles," Journal of Finance 55 (December 2000), pp. 2499-2536.

454 PART V Dividend Policy and Capital Structure

TABLE 16.3

Under imputation tax systems, such as that in Australia, shareholders receive a tax credit for the corporate tax that the firm has paid (figures in Australian dollars per share).

TABLE 16.3

Under imputation tax systems, such as that in Australia, shareholders receive a tax credit for the corporate tax that the firm has paid (figures in Australian dollars per share).

Rate of Income Tax




Operating income




Corporate tax (Tc = .30)




After-tax income




Grossed-up dividend




Income tax




Tax credit for corporate payment




Tax due from shareholder




Available to shareholder




Of course, dividends are regularly paid by companies that operate under very different tax systems. In fact, the two-tier United States system is relatively rare. Some countries, such as Germany, tax investors at a higher rate on dividends than on capital gains, but they offset this by having a split-rate system of corporate taxes. Profits that are retained in the business attract a higher rate of corporate tax than profits that are distributed. Under this split-rate system, tax-exempt investors prefer that the company pay high dividends, whereas millionaires might vote to retain profits.

In some other countries, shareholders' returns are not taxed twice. For example, in Australia shareholders are taxed on dividends, but they may deduct from this tax bill their share of the corporate tax that the company has paid. This is known as an imputation tax system. Table 16.3 shows how the imputation system works. Suppose that an Australian company earns pretax profits of $A100 a share. After it pays corporate tax at 30 percent, the profit is $A70 a share. The company now declares a net dividend of $A70 and sends each shareholder a check for this amount. This dividend is accompanied by a tax credit saying that the company has already paid $A30 of tax on the shareholder's behalf. Thus shareholders are treated as if each received a total, or gross, dividend of 70 + 30 = $A100 and paid tax of $A30. If the shareholder's tax rate is 30 percent, there is no more tax to pay and the shareholder retains the net dividend of $A70. If the shareholder pays tax at the top personal rate of 47 percent, then he or she is required to pay an additional $17 of tax; if the tax rate is 15 percent (the rate at which Australian pension funds are taxed), then the shareholder receives a refund of 30 — 15 = $A15.41

Under an imputation tax system, millionaires have to cough up the extra personal tax on dividends. If this is more than the tax that they would pay on capital gains, then millionaires would prefer that the company does not distribute earnings. If it is the other way around, they would prefer dividends.42 Investors with low tax rates have no doubts about the matter. If the company pays a dividend, these investors receive a check from the revenue service for the excess tax that the company has paid, and therefore they prefer high payout rates.

41In Australia, shareholders receive a credit for the full amount of corporate tax that has been paid on their behalf. In other countries the tax credit is less than the corporate tax rate. You can think of the tax system in these countries as lying between the Australian and United States systems.

42In the case of Australia the tax rate on capital gains is the same as the tax rate on dividends. However, for securities that are held for more than 12 months only half of the gain is taxed.

Brealey-Meyers: Principles of Corporate Finance, Seventh Edition

V. Dividend Policy and Capital Structure

16. The Dividend Controversy

© The McGraw-Hill Companies, 2003

CHAPTER 16 The Dividend Controversy

Look once again at Table 16.3 and think what would happen if the corporate tax rate was zero. The shareholder with a 15 percent tax rate would still end up with $A85, and the shareholder with the 47 percent rate would still receive $A53. Thus, under an imputation tax system, when a company pays out all its earnings, there is effectively only one layer of tax—the tax on the shareholder. The revenue service collects this tax through the company and then sends a demand to the shareholder for any excess tax or makes a refund for any overpayment.43

43This is only true for earnings that are paid out as dividends. Retained earnings are subject to corporate tax. Shareholders get the benefit of retained earnings in the form of capital gains.


Dividends come in several forms. The most common is the regular cash dividend, but sometimes companies pay a dividend in the form of stock.

When managers decide on the dividend, their primary concern seems to be to give shareholders a "fair" level of dividends. Most managers have a conscious or subconscious long-term target payout rate. If firms simply applied the target payout rate to each year's earnings, dividends could fluctuate wildly. Managers therefore try to smooth dividend payments by moving only partway toward the target payout in each year. Also they don't just look at past earnings performance: They try to look into the future when they set the payment. Investors are aware of this and they know that a dividend increase is often a sign of optimism on the part of management.

As an alternative to dividend payments, the company can repurchase its own stock. Although this has the same effect of distributing cash to shareholders, the Internal Revenue Service taxes shareholders only on the capital gains that they may realize as a result of the repurchase.

In recent years many companies have bought back their stock in large quantities, but repurchases do not generally substitute for dividends. Instead, they are used to return unwanted cash to shareholders or to retire equity and replace it with debt. Investors usually interpret stock repurchases as an indication of managers' optimism.

If we hold the company's investment policy constant, then dividend policy is a trade-off between cash dividends and the issue or repurchase of common stock. Should firms retain whatever earnings are necessary to finance growth and pay out any residual as cash dividends? Or should they increase dividends and then (sooner or later) issue stock to make up the shortfall of equity capital? Or should they reduce dividends below the "residual" level and use the released cash to repurchase stock?

If we lived in an ideally simple and perfect world, there would be no problem, for the choice would have no effect on market value. The controversy centers on the effects of dividend policy in our flawed world. A common—though by no means universal—view in the investment community is that high payout enhances share price. Although there are natural clienteles for high-payout stocks, we find it difficult to explain a general preference for dividends. We suspect that investors often pressure companies to increase dividends when they do not trust management to spend free cash flow wisely. In this case a dividend increase may lead to a rise

PART V Dividend Policy and Capital Structure in the stock price not because investors like dividends as such but because they want management to run a tighter ship.

The most obvious and serious market imperfection has been the different tax treatment of dividends and capital gains. Currently in the United States the tax rate on dividend income can be almost 40 percent, whereas the rate of capital gains tax tops out at only 20 percent. Thus investors should have required a higher before-tax return on high-payout stocks to compensate for their tax disadvantage. High-income investors should have held mostly low-payout stocks.

This view has a respectable theoretical basis. It is supported by some evidence that gross returns have, on the average, reflected the tax differential. The weak link is the theory's silence on the question of why companies continue to distribute such large sums contrary to the preferences of investors.

The third view of dividend policy starts with the notion that the actions of companies do reflect investors' preferences; the fact that companies pay substantial dividends is the best evidence that investors want them. If the supply of dividends exactly meets the demand, no single company could improve its market value by changing its dividend policy. Although this explains corporate behavior, it is at a cost, for we cannot explain why dividends are what they are and not some other amount.

These theories are too incomplete and the evidence is too sensitive to minor changes in specification to warrant any dogmatism. Our sympathies, however, lie with the third, middle-of-the-road view. Our recommendations to companies would emphasize the following points: First, there is little doubt that sudden shifts in dividend policy can cause abrupt changes in stock price. The principal reason is the information that investors read into the company's actions. Given such problems, there is a clear case for smoothing dividends, for example, by defining the firm's target payout and making relatively slow adjustments toward it. If it is necessary to make a sharp dividend change, the company should provide as much forewarning as possible and take care to ensure that the action is not misinterpreted.

Subject to these strictures, we believe that, at the very least, a company should adopt a target payout that is sufficiently low as to minimize its reliance on external equity. Why pay out cash to stockholders if that requires issuing new shares to get the cash back? It's better to hold onto the cash in the first place.

If dividend policy doesn't affect firm value, then you don't need to worry about it when estimating the cost of capital. But if (say) you believe that tax effects are important, then in principle you should recognize that investors demand higher returns from high-payout stocks. Some financial managers do take dividend policy into account, but most become de facto middle-of-the-roaders when estimating the cost of capital. It seems that the effects of dividend policy are too uncertain to justify fine-tuning such estimates.


Lintner's classic analysis of how companies set their dividend payments is provided in: J. Lintner: "Distribution of Incomes of Corporations among Dividends, Retained Earnings, and Taxes," American Economic Review, 46:97-113 (May 1956).

Marsh and Merton have reinterpreted Lintner's findings and used them to explain the aggregate dividends paid by U.S. corporations: T. A. Marsh and R. C. Merton: "Dividend Behavior for the Aggregate Stock Market," Journal of Business, 60:1-40 (January 1987).

The pioneering article on dividend policy in the context of a perfect capital market is:

M. H. Miller and F. Modigliani: "Dividend Policy, Growth and the Valuation of Shares," Journal of Business, 34:411-433 (October 1961).

There are several interesting models explaining the information content of dividends. Two influential examples are:

S. Bhattacharya: "Imperfect Information, Dividend Policy and the Bird in the Hand Fallacy," Bell Journal of Economics and Management Science, 10:259-270 (Spring 1979).

M. H. Miller and K. Rock: "Dividend Policy under Asymmetric Information," Journal of Finance, 40:1031-1052 (September 1985).

Financial Management published a special issue on dividend policy in Autumn 1998. It includes four articles on the information content of dividends.

The effect of differential rates of tax on dividends and capital gains is analyzed rigorously in the context of the capital asset pricing model in:

M. J. Brennan: "Taxes, Market Valuation and Corporate Financial Policy," National Tax Journal, 23:417-427 (December 1970).

The argument that dividend policy is irrelevant even in the presence of taxes is presented in:

F. Black and M. S. Scholes: "The Effects of Dividend Yield and Dividend Policy on Common Stock Prices and Returns," Journal of Financial Economics, 1:1-22 (May 1974).

M. H. Miller and M. S. Scholes: "Dividends and Taxes," Journal of Financial Economics, 6:333-364 (December 1978).

A review of some of the empirical evidence is contained in:

R. Michaely and A. Kalay: "Dividends and Taxes: A Re-Examination," Financial Management, 29:55-75 (Summer 2000).

Merton Miller reviews research on the dividend controversy in:

M. H. Miller: "Behavioral Rationality in Finance: The Case of Dividends," Journal of Business, 59:S451-S468 (October 1986).

1. In the 1st quarter of 2001 Merck paid a regular quarterly dividend of $.34 a share.

a. Match each of the following sets of dates:

(A1) 27 February 2001 (B1) Record date

(A2) 6 March 2001 (b2) Payment date

(A3) 7 March 2001 (b3) Ex-dividend date

(A4) 9 March 2001 (b4) Last with-dividend date

(A5) 2 April 2001 (b5) Declaration date b. On one of these dates the stock price is likely to fall by about the value of the dividend. Which date? Why?

c. Merck's stock price at the end of February was $80.20. What was the dividend yield?

d. If earnings per share for 2001 are $3.20, what is the percentage payout rate?

e. Suppose that in 2001 the company paid a 10 percent stock dividend. What would be the expected fall in price?

2. Between 1986 and 2000 Textron dividend changes were described by the following equation:


What do you think were (a) Textron's target payout ratio? (b) the rate at which dividends adjusted toward the target?

PART V Dividend Policy and Capital Structure

3. True or false?

a. Realized long-term gains are taxed at the marginal rate of income tax.

b. The effective rate of tax on capital gains can be less than the tax rate on dividends.

4. Here are several "facts" about typical corporate dividend policies. Which are true and which false?

a. Companies decide each year's dividend by looking at their capital expenditure requirements and then distributing whatever cash is left over.

b. Most companies have some notion of a target payout ratio.

c. They set each year's dividend equal to the target payout ratio times that year's earnings.

d. Managers and investors seem more concerned with dividend changes than with dividend levels.

e. Managers often increase dividends temporarily when earnings are unexpectedly high for a year or two.

f. Companies undertaking substantial share repurchases usually finance them with an offsetting reduction in cash dividends.

5. a. Wotan owns 1,000 shares of a firm that has just announced an increase in its dividend from $2.00 to $2.50 a share. The share price is currently $150. If Wotan does not wish to spend the extra cash, what should he do to offset the dividend increase? b. Brunhilde owns 1,000 shares of a firm that has just announced a dividend cut from $8.00 a share to $5.00. The share price is currently $200. If Brunhilde wishes to maintain her consumption, what should she do to offset the dividend cut?

6. a. The London Match Company has 1 million shares outstanding, on which it currently pays an annual dividend of £5.00 a share. The chairman has proposed that the dividend should be increased to £7.00 a share. If investment policy and capital structure are not to be affected, what must the company do to offset the dividend increase? b. Patriot Games has 5 million shares outstanding. The president has proposed that, given the firm's large cash holdings, the annual dividend should be increased from $6.00 a share to $8.00. If you agree with the president's plans for investment and capital structure, what else must the company do as a consequence of the dividend increase?

7. House of Haddock has 5,000 shares outstanding and the stock price is $140. The company is expected to pay a dividend of $20 per share next year and thereafter the dividend is expected to grow indefinitely by 5 percent a year. The President, George Mullet, now makes a surprise announcement: He says that the company will henceforth distribute half the cash in the form of dividends and the remainder will be used to repurchase stock.

a. What is the total value of the company before and after the announcement? What is the value of one share?

b. What is the expected stream of dividends per share for an investor who plans to retain his shares rather than sell them back to the company? Check your estimate of share value by discounting this stream of dividends per share.

8. Here are key financial data for House of Herring, Inc.:

Earnings per share for 2009 $5.50

Number of shares outstanding 40 million

Target payout ratio 50%

Planned dividend per share $2.75

Stock price, year-end 2009 $130

House of Herring plans to pay the entire dividend early in January 2010. All corporate and personal taxes were repealed in 2008.

Brealey-Meyers: Principles of Corporate Finance, Seventh Edition

V. Dividend Policy and Capital Structure

16. The Dividend Controversy

© The McGraw-H Companies, 2003

CHAPTER 16 The Dividend Controversy

a. Other things equal, what will be House of Herring's stock price after the planned dividend payout?

b. Suppose the company cancels the dividend and announces that it will use the money saved to repurchase shares. What happens to the stock price on the announcement date? Assume that investors learn nothing about the company's prospects from the announcement. How many shares will the company need to repurchase?

c. Suppose the company increases dividends to $5.50 per share and then issues new shares to recoup the extra cash paid out as dividends. What happens to the with-and ex-dividend share prices? How many shares will need to be issued? Again, assume investors learn nothing from the announcement about House of Herring's prospects.

Answer the following question twice, once assuming current tax law and once assuming the same rate of tax on dividends and capital gains.

Suppose all investments offered the same expected return before tax. Consider two equally risky shares, Hi and Lo. Hi shares pay a generous dividend and offer low expected capital gains. Lo shares pay low dividends and offer high expected capital gains. Which of the following investors would prefer the Lo shares? Which would prefer the Hi shares? Which shouldn't care? (Assume that any stock purchased will be sold after one year.)

a. A pension fund.

b. An individual.

c. A corporation.

d. A charitable endowment.

e. A security dealer.

1. Look in a recent issue of The Wall Street Journal at "Dividend News" and choose a company reporting a regular dividend.

a. How frequently does the company pay a regular dividend?

b. What is the amount of the dividend?

c. By what date must your stock be registered for you to receive the dividend?

d. How many weeks later is the dividend paid?

e. Look up the stock price and calculate the annual yield on the stock. "Risky companies tend to have lower target payout ratios and more gradual adjustment rates." Explain what is meant by this statement. Why do you think it is so? Which types of companies would you expect to distribute a relatively high or low proportion of current earnings? Which would you expect to have a relatively high or low price-earnings ratio?

a. High-risk companies.

b. Companies that have experienced an unexpected decline in profits.

c. Companies that expect to experience a decline in profits.

d. Growth companies with valuable future investment opportunities.

4. Little Oil has outstanding 1 million shares with a total market value of $20 million. The firm is expected to pay $1 million of dividends next year, and thereafter the amount paid out is expected to grow by 5 percent a year in perpetuity. Thus the expected dividend is $1.05 million in year 2, $1.105 million in year 3, and so on. However, the company has heard that the value of a share depends on the flow of dividends, and therefore it announces that next year's dividend will be increased to $2 million and that the extra cash will be raised immediately by an issue of shares. After that, the total amount paid out each year will be as previously forecasted, that is, $1.05 million in year 2 and increasing by 5 percent in each subsequent year.

a. At what price will the new shares be issued in year 1?

b. How many shares will the firm need to issue?


PART V Dividend Policy and Capital Structure c. What will be the expected dividend payments on these new shares, and what therefore will be paid out to the old shareholders after year 1?

d. Show that the present value of the cash flows to current shareholders remains $20 million.

5. We stated in Section 16.4 that MM's proof of dividend irrelevance assumes that new shares are sold at a fair price. Look back at question 4. Assume that new shares are issued in year 1 at $10 a share. Show who gains and who loses. Is dividend policy still irrelevant? Why or why not?

6. Respond to the following comment: "It's all very well saying that I can sell shares to cover cash needs, but that may mean selling at the bottom of the market. If the company pays a regular cash dividend, investors avoid that risk."

7. "Dividends are the shareholders' wages. Therefore, if a government adopts an incomes policy, restricting increases in wages, it should in all logic restrict increases in dividends." Does this make sense?

8. Refer to the first balance sheet prepared for Rational Demiconductor in Section 16.4. Again it uses cash to pay a $1,000 cash dividend, planning to issue stock to recover the cash required for investment. But this time catastrophe hits before the stock can be issued. A new pollution control regulation increases manufacturing costs to the extent that the value of Rational Demiconductor's existing business is cut in half, to $4,500. The NPV of the new investment opportunity is unaffected, however. Show that dividend policy is still irrelevant.

9. "Many companies use stock repurchases to increase earnings per share. For example, suppose that a company is in the following position:

Net profit $10 million

Number of shares before repurchase 1 million

Earnings per share $10

Price-earnings ratio 20

Share price $200

The company now repurchases 200,000 shares at $200 a share. The number of shares declines to 800,000 shares and earnings per share increase to $12.50. Assuming the price-earnings ratio stays at 20, the share price must rise to $250." Discuss.

Hors d'Age Cheeseworks has been paying a regular cash dividend of $4 per share each year for over a decade. The company is paying out all its earnings as dividends and is not expected to grow. There are 100,000 shares outstanding selling for $80 per share. The company has sufficient cash on hand to pay the next annual dividend.

Suppose that Hors d'Age decides to cut its cash dividend to zero and announces that it will repurchase shares instead.

a. What is the immediate stock price reaction? Ignore taxes, and assume that the repurchase program conveys no information about operating profitability or business risk.

b. How many shares will Hors d'Age purchase?

c. Project and compare future stock prices for the old and new policies. Do this for at least years 1, 2, and 3.

An article on stock repurchase in the Los Angeles Times noted: "An increasing number of companies are finding that the best investment they can make these days is in themselves." Discuss this view. How is the desirability of repurchase affected by company prospects and the price of its stock?

It is well documented that stock prices tend to rise when firms announce increases in their dividend payouts. How, then, can it be said that dividend policy is irrelevant?

13. Comment briefly on each of the following statements:

a. "Unlike American firms, which are always being pressured by their shareholders to increase dividends, Japanese companies pay out a much smaller proportion of earnings and so enjoy a lower cost of capital."

b. "Unlike new capital, which needs a stream of new dividends to service it, retained earnings have zero cost."

c. "If a company repurchases stock instead of paying a dividend, the number of shares falls and earnings per share rise. Thus stock repurchase must always be preferred to paying dividends."

14. Suppose the Miller-Modigliani (MM) theory of dividend policy is correct. How would a government-imposed dividend freeze affect (a) stock prices? (b) capital investment?

15. Formaggio Vecchio has just announced its regular quarterly cash dividend of $1 per share.

a. When will the stock price fall to reflect this dividend payment—on the record date, the ex-dividend date, or the payment date?

b. Assume that there are no taxes. By how much is the stock price likely to fall?

c. Now assume that all investors pay tax of 30 percent on dividends and nothing on capital gains. What is the likely fall in the stock price?

d. Suppose, finally, that everything is the same as in part (c), except that security dealers pay tax on both dividends and capital gains. How would you expect your answer to (c) to change? Explain.

16. Refer back to question 15. Assume no taxes and a stock price immediately after the dividend announcement of $100.

a. If you own 100 shares, what is the value of your investment? How does the dividend payment affect your wealth?

b. Now suppose that Formaggio Vecchio cancels the dividend payment and announces that it will repurchase 1 percent of its stock at $100. Do you rejoice or yawn? Explain.

17. The shares of A and B both sell for $100 and offer a pretax return of 10 percent. However, in the case of company A the return is entirely in the form of dividend yield (the company pays a regular annual dividend of $10 a share), while in the case of B the return comes entirely as capital gain (the shares appreciate by 10 percent a year). Suppose that dividends and capital gains are both taxed at 30 percent. What is the after-tax return on share A? What is the after-tax return on share B to an investor who sells after two years? What about an investor who sells after 10 years?

18. a. The Horner Pie Company pays a quarterly dividend of $1. Suppose that the stock price is expected to fall on the ex-dividend date by $.90. Would you prefer to buy on the with-dividend date or the ex-dividend date if you were (i) a tax-free investor, (ii) an investor with a marginal tax rate of 40 percent on income and 16 percent on capital gains?

b. In a study of ex-dividend behavior, Elton and Gruber44 estimate that the stock price fell on the average by 85 percent of the dividend. Assuming that the tax rate on capital gains was 40 percent of the rate on income tax, what did Elton and Gruber's result imply about investors' marginal rate of income tax?

c. Elton and Gruber also observed that the ex-dividend price fall was different for high-payout stocks and for low-payout stocks. Which group would you expect to show the larger price fall as a proportion of the dividend?

d. Would the fact that investors can trade stocks freely around the ex-dividend date alter your interpretation of Elton and Gruber's study?

44E. J. Elton and M. J. Gruber, "Marginal Stockholders' Tax Rates and the Clientele Effect," Review of Economics and Statistics 52 (1970), pp. 68-74.

PART V Dividend Policy and Capital Structure

e. Suppose Elton and Gruber repeat their tests for the period after the 1986 Tax Reform Act, when the tax rate was the same on dividends and capital gains. How would you expect their results to change?

In the United States, where there is a two-tier tax system, which investors are indifferent to the dividend payout ratio? How about investors in Australia, where there is an imputation tax system? Describe how the Australian system works and what it could imply for dividend policy.

The middle-of-the-road party holds that dividend policy doesn't matter because the supply of high-, medium-, and low-payout stocks has already adjusted to satisfy investors' demands. Investors who like generous dividends hold stocks which give them all the dividends that they want. Investors who want capital gains see a surfeit of low-payout stocks to choose from. Thus, high-payout firms cannot gain by transforming to low-payout firms, or vice versa.

Suppose the government equalizes the tax rates on dividends and capital gains. Suppose that before this change the supply of dividends matched investor needs. How would you expect the tax change to affect the total cash dividends paid by U.S. corporations and the proportion of high- versus low-payout companies? Would dividend policy still be irrelevant after any dividend supply adjustments are completed? Explain.


1. Table 16.4 lists the dividends and earnings per share (EPS) for Merck and International Paper. Estimate the target payout for each company and the rate at which the dividend is adjusted toward the target. Suppose that in 2001 Merck's earnings increase to $5 a share and International Paper's earnings increase to $3 per share. How would you predict their dividends to change?

2. Consider the following two statements: "Dividend policy is irrelevant," and "Stock price is the present value of expected future dividends." (See Chapter 4.) They sound contradictory. This question is designed to show that they are fully consistent.

TABLE 16.4

See Challenge Question 1.



International Paper































































































The current price of the shares of Charles River Mining Corporation is $50. Next year's earnings and dividends per share are $4 and $2, respectively. Investors expect perpetual growth at 8 percent per year. The expected rate of return demanded by investors is r = 12 percent.

We can use the perpetual-growth model to calculate stock price.

Suppose that Charles River Mining announces that it will switch to a 100 percent payout policy, issuing shares as necessary to finance growth. Use the perpetual-growth model to show that current stock price is unchanged.

Suppose management is expected to make a fixed-price tender offer to repurchase half of the stock at a 20 percent premium. How, if at all, would that affect today's market price of the company's shares?

Adherents of the "dividends-are-good" school sometimes point to the fact that stocks with high yields tend to have above-average price-earnings multiples. Is this evidence convincing? Discuss.

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  • Susanne
    What are the alternatives to distributing the earnings to the shareholders?
    7 years ago

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