BLP s Tax and Private Client practice An extraordinary world needs remarkable legal advice

Transcription

1 BLP s Tax and Private Client practice An extraordinary world needs remarkable legal advice

2 Berwin Leighton Paisner LLP Contents Introduction...01 BLP s Tax and Private Client at a glance...02 What we do...03 Corporate tax expertise...04 Private client expertise...06 Examples of work...08 Global footprint...10 Client service...12 Awards and recognition...13 BLP now provides strong competition for the Magic Circle in taxation. The team is very responsive and has first-rate business acumen and industry knowledge. Chambers UK, 2012 Introduction In times of economic uncertainty, tax becomes a significant priority for developed economies and emerging markets alike. With tax related stories on the mainstream political and journalistic agenda, now, more than ever, it is critical for both businesses and individuals to plan and prepare for closer scrutiny by tax authorities, at home and internationally. With trends towards increased international transparency and exchange of information, initiatives aimed at clamping down on tax avoidance, increased regulation and each Finance Act growing in size, clients need a legal adviser with the relevant experience and industry knowledge to understand these developments and deliver innovative and tailored legal solutions. At Berwin Leighton Paisner, our integrated tax, private client and charities teams are working closely with leading industry bodies, QCs and clients of all sizes and across sectors in order to keep our finger on the pulse and really understand the challenges that keep our clients awake at night. Whether you are looking for specific transactional support, fundamentally reviewing your company s tax strategy, or looking to structure your family s international wealth or philanthropy, we have the specialist knowledge and resources to assist in delivering the right results for you. This brochure provides an introduction to BLP s full service tax practice and overview of the work we have recently completed. We would be delighted to discuss any of your tax needs, so please do get in touch. Michael Wistow Head of Tax michael.wistow@blplaw.com BLP s Tax and Private Client practice /01

3 At a glance What we do At a glance Some key statistics that set the scene 8 in the last two years we acted for 8 of the top 50 FTSE100 companies % Finance Bill - biggest ever at 686 pages of our work has a complex international element What we do We provide the full range of tax and private client services, both domestic and international. Our team delivers practical and commercial solutions and we work closely with the firm s other practice groups to provide a seamless transactional experience. Our expertise includes: Contentious tax & VAT Financing tax Funds & investment structures Real estate tax Tax structured finance Taxation of companies VAT & indirect tax Contentious trusts & estates Family governance Philanthropy & charities Private wealth management Tax planning Succession planning Shari a wealth structuring Probate It is always a pleasure working with BLP tax. Their technical expertise combined with knowledge of our business means that advice is always relevant and helpful. They are our principal advisor for all tax matters relating to property and act as an important sounding board for other issues including tax litigation where that is necessary. Tim Voak, Group Tax Director Tesco plc >80 tax practitioners 5 - times winner of UK Law Firm of the Year in a decade; more than any other firm >100 of our high net worth clients have been coming back to us for advice for more than 10 years BLP s large team provides an excellent service, with clients noting the seamless way in which its various teams operate together. Legal 500, % 12 loyalty among major clients of the world s major banks have appointed BLP 02/ BLP s Tax and Private Client practice BLP s Tax and Private Client practice /03

4 Corporate tax expertise Corporate tax expertise Corporate tax expertise We advise a wide range of investors and target businesses on tax efficient structuring, restructuring and realisation of investments. Our practice extends far beyond our market leading work on real estate and funds and covers all areas of private equity fund and investment structuring (including management incentives), hedge funds and investments by sovereign wealth funds, pensions funds, life companies and insurers. Investing in business Restructuring business Restructuring is part of corporate life as businesses evolve. Whether you are looking to expand overseas, hive off part of your group, effect a full demerger, reorganise internally, or restructure a fund, we can help you develop the right solution for your business and avoid unexpected tax costs. We also have experience of advising on the full range of insolvency proceedings and can help make sure that tax does not make a difficult situation worse. We can help ensure that the complexity of the UK tax system does not get in the way of you running your business or maximising the returns on your investment. Our operational tax expertise includes VAT planning, employment tax issues, tax on imports and exports and guidance on operating offshore structures properly. We can help you build, buy or lease your business premises and lease your plant and machinery in the most tax efficient way. Running a business how WE CAN HELP Exiting a business Whatever the form of your exit, we can help minimise the tax drag on your return. We have extensive experience of advising trading groups, institutions, management teams and intermediaries on floats, public to privates, secondary buyouts, MBOs, trade sales, business disposals and pre-sale reorganisations. Every business wants to avoid tax litigation if it can and our advice on tax risk management, handling HMRC investigations and Alternative Dispute Resolution can help you do that. Where litigation cannot be avoided the technical excellence and tactical acumen of our dedicated contentious tax team will give you the best chance of a successful outcome. Our team has extensive experience of advising on VAT and direct tax disputes heard at all levels of the UK court system and the European Court of Justice. Managing tax disputes Growing business Financing business The depth and breadth of our financing tax experience is unmatched. Eight of our tax partners regularly advise on finance matters. Their expertise covers acquisition finance, complex securitisations, equity fundraisings, debt funds, real estate finance, tax structured finance and regulatory capital structures. Whatever your financing needs, we can advise you on the most tax efficient way to meet them. This firm s contentious tax team is making real strides in the market. The team can call upon a raft of expertise in corporate tax as well as experienced tax litigators specialising in corporate tax, VAT and private client disputes. The practice also has an outstanding reputation for handling complex cross-border taxation disputes. Chambers UK, 2012 Make sure that tax does not put the brakes on your growth. Your business may be expanding organically by opening new premises, hiring more senior management or setting up operations in a new territory overseas. Or, your plans may involve corporate or asset acquisitions or a merger. All of these steps will have tax consequences that need to be carefully considered. We understand the importance of getting the tax right without interfering with your commercial goals. 04/ BLP s Tax and Private Client practice BLP s Tax and Private Client practice /05

5 Private client expertise Private client expertise Private client expertise The key concern for many high net worth families is to protect their family s wealth for future generations and achieve the continuance of their family businesses, wherever they may be located across the world. We design philanthropic structures which allow families to coordinate their international charitable giving, including charities, charitable foundations and purpose trusts. Structuring philanthropic giving Understanding the needs of creators and owners of wealth Business structuring Governance structures We advise entrepreneurs on the structuring of their businesses for flexibility, long-term growth, ease of disposal and ensuring that risks and liabilities are appropriately ringfenced as tax efficiently as possible. Every family is unique. We get to know a family and its philosophy, values and objectives in order to design the right governance structure. Our governance structures range from contractual or simple trust and company arrangements through to the more complex involving any number of different vehicles, depending on the needs of the family. The transfer of wealth between generations and the management of family wealth can give rise to disputes even in the most cohesive family. We act in complex multijurisdictional trust and succession disputes, working with families, trustees and beneficiaries to find long-term solutions and manage on-going risks. We also help individuals deal with tax authority investigations into their personal or business affairs, and advise individuals who wish to regularise their tax affairs through voluntary disclosure. Dispute resolution and voluntary disclosure Integrated advice beyond personal tax and trust matters Our capabilities Structure creation for multi-domiciled families Private and institutional investment structures Family members often live in different countries. We ensure that the governance structures we design provide the opportunity for targeted tax planning and are flexible enough to react to changes in the family and in local tax and succession rules. Cross-border advice has to be first class and address the complex conflicts of law issues, including international treaties, which arise. We work seamlessly with our corporate commercial and corporate tax colleagues and those in our real estate and financial services and regulatory teams to cover the widest spectrum of legal needs. Advising trustees/ fiduciaries Succession Our team has long experience of advising on the design and establishment of private collective investment structures for high net worth international families and of advising wealth management institutions on the development of investment products for particular investor markets. Trustees and fiduciaries are faced with constantly changing tax and regulatory rules. As well as providing advice on all aspects of the on-going management of trusts and foundations we conduct tax and trusts audits to check existing structures remain tax efficient and continue to fulfil the family s needs. We also assist trustees and fiduciaries to comply with their tax and regulatory obligations. Wills for clients with UK and international assets, and heirs in multiple jurisdictions, need to be drafted taking local succession rules and inheritance and estate taxes into consideration. We link our years of experience of drafting Wills of this nature with our advice on all aspects of probate and estate administration for UK and cross-border estates. 06/ BLP s Tax and Private Client practice BLP s Tax and Private Client practice /07

6 Examples of work Examples of work RECENT EXAMPLES OF WORK... The breadth of our expertise and experience enables us to provide clients with seamless advice on all the issues that concern their personal and business affairs. Tax disputes - Media We are advising ITV Plc in a multi-million pound dispute in relation to whether National Insurance Contributions are payable in respect of actors who are engaged to perform in television productions. The case is the first of its kind and affects all actors appearing in television productions in the UK. It will have wide implications in the industry as a whole as it will determine the employment status of actors under current legislation. Trusts litigation We are advising the trustees of a Cayman trust in a multi-jurisdictional dispute. A beneficiary of the trust, a high-profile figure in Russia, is bringing a claim following his divorce. The case involves the application of Russian law to a Cayman trust with assets in England. International private bank We have provided tax opinions and analysis on the tax situs of structured products for private clients from different jurisdictions, and have designed a partnership structure to enable individual private clients to invest in a range of bespoke structured products, in a tax efficient manner. Debt fund restructuring Advised on the highly innovative structuring of a market-leading disposal of commercial real estate debt originated by RBS into a UK securitisation structure and managed by RBS s joint venture partner, Blackstone. The recently completed securitisation represents the first European securitisation of a sub and nonperforming loan portfolio in almost six years. Securitisation - Retail We continue to advise Tesco on its rolling programme for realising value from its property portfolio which has raised more than 5 billion since 2006 and is ongoing. We are executing the more complex transactions in the programme - in particular a series of off balance joint ventures with sales and operating leasebacks funded by securitised debt as well as other transactions including most recently a million commercial mortgage backed security (CMBS) issue on 31 January It involved ten trading Tesco stores and a Tesco store which is under construction (as part of a mixed use development). 5bn Real estate investment We acted for the Olympic Delivery Authority on the disposal of the Olympic Village, comprising more than 2,000 homes and associated community facilities, to a joint venture between Qatari Diar and Delancey for an initial consideration of 557 million. Shari a wealth structuring We advised on wealth and succession planning for a business owned by an UHNW Muslim family which adheres to Shari a law. We established a structure to cater for the family s governance and succession objectives and which sets out the family principles and caters for the family members Shari a obligations to pay Zakah (obligatory alms) as well as providing for Sadaqah Jariyah (ongoing charitable giving). Ultra high net worth family governance We advised on an international holding and governance structure for a high value family owned business comprising foundations and other parallel entities in multiple jurisdictions. A key feature was the limitation of business risk and the ring-fencing of liabilities within each strand of the billion pound business empire. Tax risk management We are acting for a number of high net worth individuals in relation to the regularisation of their UK tax affairs under the Liechtenstein Voluntary Disclosure (LDF) or through voluntary disclosure outside the LDF. We are dealing with cases worth (collectively) in excess of 2 billion. The cases involve complex issues relating to estates, assets held in trusts, foundations, and other asset holding vehicles as well as assets held directly. Fund restructuring - Investment Management We advised UBS Global Asset Management (UK) Ltd, a general partner of the Fund, on the restructuring of the Fund from an open-ended structure to closed-ended and on further fundraising. The Fund structure included a Jersey unit trust. VAT advisory We continue to advise a leading travel provider on a range of EU and UK VAT issues, including mitigating its VAT risk in the UK and its strategy in relation to changes in EU VAT. 1bn+ 2bn 08/ BLP s Tax and Private Client practice BLP s Tax and Private Client practice /09

7 Global footprint Global footprint Global footprint We advise on complex and multi-jurisdictional issues facing our clients. We have developed a twin-track international approach providing clients with access to high quality advice, wherever needed. Present in markets of strategic importance, with offices in Abu Dhabi, Berlin, Brussels, Dubai, Frankfurt, Hong Kong, London, Moscow, Paris and Singapore, we offer access to high quality advice through a panel of market leading preferred firms in other jurisdictions. We now work with over 100 preferred firms, covering over 65 countries, and are able to recommend firms in more than 70 other countries around the world. Our approach means that we have the flexibility to ensure that we obtain best in class legal advice on each transaction, rather than being limited to working with one office or one law firm. Germany Acted for a German financial institution on a purchase of a large London property and a launch of investment vehicle for private investors. Advised a large German financial investor on the UK tax issues relating to the forward funding of a large real estate development in the UK. UK Advising on tax dispute involving Employee Benefits Trusts. UK tax authorities challenged the tax treatment of a trust structure involving jurisdictions incl. USA, Jersey, Guernsey, Cayman Islands, Belgium and Switzerland. Luxembourg Advised Round Hill Capital on all aspects of their 400m purchase of Nido Student Living business from Blackstone, which included financing, structuring and tax issues. Russia Structuring a launch of a new Russian company to be operationally active (innovative house building) in Russia, the US and the UK. Turkey Advised the Turkish Government ( TSMF ) in a Privy Council case involving two Cayman law trusts over which the respondent has a power of revocation. TSMF had secured judgment against the respondent for US$30m but he had no assets. We successfully argued that the trust assets should be available to satisfy judgment debt. Cyprus Advising a Luxembourg entity in acquiring a Cypriot company owning UK real estate. Palestine We advised the Schneider Children s Medical Center in Israel which treats children from across the Middle-East, including the Palestinian territories, in relation to a gift left by will, saving significant amount of UK inheritance tax. Israel Acted for an Israeli pharmaceutical company in a cross-border transfer pricing dispute with HMRC. Canada Advised a Canadian owned property group in entering into a joint venture to hold UK real estate. Spain Advised regarding a choice of holding company location and a joint venture structuring in relation to a fashion retailer. South Korea Acting for a large financial institution in relation to ship finance for Korea Line Corporation and Hanjin Shipping. Japan Advising a Japanese financial institution on its UK tax obligations. USA Advised a large charity on receipt of substantial grant funding from a US source including grant structure, terms of grant agreement, the requirement for indemnities and whether the grant is charitable under UK law. Advising on the VAT treatment of a business transfer from US seller to UK purchaser. Advising on the terms of business to be used by a American peer to peer recruitment group expanding into the UK market. Cayman Islands Advising trustees defending a claim from a beneficiary of the trust in the context of the divorce of two beneficiaries. Bahamas Acting for the beneficiaries of a Bahamian trust in relation to a dispute over the management of the trust and the underlying operating businesses. France Acted for Valad on creation of a French real estate fund for institutional investors which was structured through Luxembourg. Switzerland Advising on the UK/Swiss Agreement and the disclosure to HMRC of Swiss bank accounts, which impact on fully compliant taxpayers as well as those with undeclared funds. Liechtenstein Acting for a large number of high net worth individuals in relation to their tax affairs under the Liechtenstein Disclosure Facility as well as the UK/Swiss tax arrangements. We successfully acted for a Liechtenstein Foundation in a dispute over whether assets placed by a deceased in the Foundation belonged to his second family or passed by inheritance or by agreement to his first and the second families in proportions fixed by Shari a law. Iraq Advising international Oil and Gas client about the creation of a charitable company to facilitate its multi-million US$ investment into the construction and operation of a Children s hospital in the middle-east. Saudi Arabia Advised a Saudi Arabian investor on a purchase of a large office block in London. Tanzania Advised an EU company in relation to the Tanzanian VAT treatment of its supplies of goods to Tanzania. South Africa Provided evaluation of UK aspects of a financing transaction of a South African investment group. Hong Kong Advising high net worth individuals on the UK tax issues of investing in and holding UK real estate. India Advising an ultra-high net worth family on a new family constitution to govern the long term succession to the family s business and personal wealth. Singapore Reviewing a multi-billionaire family s offshore trust and asset holding structures across a number of jurisdictions to ensure the structures continue to meet the family s needs and objectives in terms of tax and wealth planning. Indonesia Advice on transaction tax planning in relation to the restructuring of interests in BUMI plc. 10/ BLP s Tax and Private Client practice BLP s Tax and Private Client practice /11

8 Client service Awards and recognition Client service We recognise the need to add value to your business, not just through the work we deliver, but as part of our investment in an ongoing relationship with you. We continually look for original ways of working with our clients, from service delivery to pricing arrangements to use of technology. Some of our solutions include: Secondments There may be times when you need an extra in-house legal resource to help you with your tax issues, whether for a specific project or an ongoing court case, or as cover for an absent team member. Our secondee could support you at your offices or from ours - either way you will get the same high standard of service with the convenience of having somebody immediately to hand. Training and know how Our extensive programme of client briefings, seminars and training is practical and topical. We run a wide range of small and interactive QC lunches, large conferences as well as focused workshops. Training and updates usually take place in our auditorium to wide audiences but can be tailored specifically to particular client needs and delivered on their premises. Project management During complex transactions, gaps in procedures and knowledge or previous experience can become apparent and daunting. We have extensive experience of managing and coordinating complex projects by producing comprehensive, yet clear and visually digestible, project plans and step-by-step flow charts. We guide clients through the process enabling the teams to easily follow and understand progress of transactions and cases. E-briefs and blog In addition to providing e-brief updates on hot topics, we have recently launched a new blog which provides regular insightful commentary on key corporate and private client tax developments throughout the year, including the Budget. This form of communication is more aligned with the Government s new approach to tax policy making, which now involves several stages outside the Budget. The blog also covers interesting case law developments, new guidance and other legislative changes made outside the normal cycle. Awards and recognition Private Client Team of the Year The Lawyer Awards, 2012 Private Client Team of the Year Legal Business Awards, 2012 Shortlisted for Law Firm of the Year Citywealth Magic Circle Awards, 2012 Shortlisted for European Tax Disputes Firm of the Year ITR European Tax Awards, 2012 Shortlisted for Charities Team of the Year STEP Awards, 2012 UK Law Firm of the Year International Law Office Client Choice Awards, 2011 Law Firm of the Year The Lawyer & Legal Week, 2010 Client Service Award Financial Times Innovative Lawyers Award, 2010 Best Tax Team in a Law Firm LexisNexis Taxation Awards, 2009 Their provision of first class legal advice is a given what really makes their advice distinct is their down-to-earth approach and pragmatic stance. Partner, Accountancy firm 12/ BLP s Tax and Private Client practice BLP s Tax and Private Client practice /13

9 Getting in touch When you need a practical legal solution for your next business opportunity or challenge, please get in touch. London Adelaide House, London Bridge London EC4R 9HA England Michael Wistow Head of Tax Tel: +44 (0) michael.wistow@blplaw.com John Overs Head of Corporate Tax Tel: +44 (0) john.overs@blplaw.com Jonathan Kropman Head of Private Client Tel: +44 (0) jonathan.kropman@blplaw.com About BLP Today s world demands clear, pragmatic legal advice that is grounded in commercial objectives. Our clients benefit not just from our excellence in technical quality, but also from our close understanding of the business realities and imperatives that they face. Our achievements for clients are made possible by brilliant people. Prized for their legal talent and commercial focus, BLP lawyers are renowned for being personally committed to clients success. Our approach has seen us win five Law Firm of the Year awards and three FT Innovative Lawyer awards. With experience in over 70 legal disciplines and 130 countries, you will get the expertise, business insight and value-added thinking you need, wherever you need it. Expertise Charities and not-for-profit Commercial Competition, EU and Trade Construction Corporate Finance Dispute Resolution Employment, Pensions and Incentives Finance Funds and Financial Services Intellectual Property Private Client Projects Real Estate Regulatory and Compliance Restructuring and Insolvency Tax Clients and work in 130 countries, delivered via offices in: Abu Dhabi, Berlin, Brussels, Dubai, Frankfurt, Hong Kong, London, Moscow, Paris and Singapore