Allied-Signal, Inc. v. Director, Div. of Taxation

In Allied-Signal, Inc. v. Director, Div. of Taxation, 504 U.S. 768 (1992), the Supreme Court reaffirmed the test for determining whether a subsidiary is part of the unitary business of the parent. Allied-Signal, 504 U.S. at 783. To determine whether the subsidiary and parent have a unitary relationship, a court must look at the following three elements: "(1) functional integration, (2) centralization of management, and (3) economies of scale." Allied-Signal, 504 U.S. at 783. The determination of whether two corporations are part of one unitary business requires two findings. One is whether the two businesses are so integrated us to be considered one business and, if they are not, whether the subsidiary or the capital transaction involved serves an operational function for the parent. In order to differentiate the first half of the required analysis from the overall "unitary business" test, we shall term it the "unitary relationship" test. Allied-Signal, 504 U.S, at 787. The Court in an opinion authored by Justice Kennedy, noted that a parent and subsidiary "need not be engaged in the same unitary business as a prerequisite to apportionment in all cases." Allied-Signal, 504 U.S. at 787. That is, even if the two companies are not considered to have a unitary relationship, the state taxing agency may look to the capital transaction involved. If the transaction served an operational function rather than an investment function, then it is considered to be so functionally related to the business that it creates a unitary relationship between the two and is therefore taxable. Allied-Signal, 504 U.S. at 787. As Justice O'Connor noted in her dissent, "the Court, however, leaves 'operational function' largely undefined." Allied-Signal, 504 U.S. at 792. Justice Kennedy does provide examples of situations that would give rise to operational income that can be taxed. The first is the "interim uses of idle funds 'accumulated for the future operation of the taxpayer's . . . business operation.'" Allied-Signal, 504 U.S. at 787. Furthermore, "interest earned on short-term deposits in a bank located in another State" will be considered apportionable income if the interest income forms a part of the corporation's working capital. Allied-Signal, 504 U.S. at 787-88. A hedge-like relationship, where an investment is made to ensure against future shortages of an essential product, will also give rise to a finding of operational income. Allied-Signal, 504 U.S. at 788. The Supreme Court noted that "the fact that a transaction was undertaken for a business purpose does not change its character." Allied-Signal, 504 U.S. at 788. Something more than a mere business relationship is thus required. For this purpose, the outcome of the unitary relationship test is helpful in deciding the operational function test. Allied-Signal, 504 U.S. at 789: "The hallmarks of an acquisition that is part of the taxpayer's unitary business continue to be functional integration, centralization of management, and economies of scale. Container Corp. clarified that these essentials could respectively be shown by: transactions not undertaken at arm's length, 463 U.S. at 180, n. 19; a management role by the parent that is grounded in its own operational expertise and operational strategy, ibid.; and the fact that the corporations are engaged in the same line of business, id., at 178."