LINIYA PRAVA TAX PRACTICE

Size: px

Start display at page:

Download "LINIYA PRAVA TAX PRACTICE"

Dominick Gilbert
8 years ago
Views:

1 LINIYA PRAVA TAX PRACTICE TAX ADVICE ON CAPITAL MARKETS CROSS-BORDER TAX STRUCTURING CONTESTING DECISIONS OF THE TAX AUTHORITIES THROUGH ADMINISTRATIVE PROCEEDINGS AND IN COURT TAX DUE DILIGENCE TRANSFER PRICING TAX ADVICE ON WEALTH MANAGEMENT

AUTHORITIES THROUGH ADMINISTRATIVE PROCEEDINGS AND IN COURT

2 LINIYA PRAVA OFFERS COMPREHENSIVE ADVICE ON A WIDE RANGE OF TAX MATTERS AND REPRESENTS CLIENTS IN CONTESTING UNLAWFUL DECISIONS OF THE TAX AUTHORITIES, BOTH THROUGH ADMINISTRATIVE PROCEEDINGS AND THE COURTS. WE OFFER OUR CLIENTS LEGALLY SOUND, COST-EFFECTIVE SOLUTIONS TO THE MOST COMPLEX OF TAX MATTERS. EXEMPLARY PROFESSIONALISM IN PROTECTING OUR CLIENTS' INTERESTS AND ACHIEVING THE MOST POSITIVE OUTCOME ARE PRIORITIES FOR LINIYA PRAVA. THANKS TO THE SKILLS AND QUALIFICATIONS OF OUR LAWYERS, MANY DISPUTES ARE RESOLVED BEFORE REACHING COURT. The success of Liniya Prava s tax practice is founded upon our many years of delivering expert advice on various tax matters and our lawyers ability to find innovative and constructive solutions for clients within the strict confines of the legal and regulatory framework. IN ADDITION TO ADVISING ON VARIOUS ASPECTS OF TAXATION, WE OFFER CLIENTS THE FOLLOWING SERVICES

EXEMPLARY PROFESSIONALISM IN PROTECTING OUR CLIENTS' INTERESTS AND ACHIEVING THE MOST POSITIVE OUTCOME ARE PRIORITIES FOR LINIYA PRAVA.

3 SERVICES OF LINIYA PRAVA S TAX PRACTICE CAPITAL MARKETS TAX ADVICE The Liniya Prava team has broad experience advising on a wide range of issues in the sphere of capital markets, banking and finance law. We offer clients tailored tax advice on national and cross-border equity and debt transactions, including syndicated lending, securitization and derivatives. INTERNATIONAL TAX STRUCTURING Our experience advising on diverse international tax matters and our partnerships with leading foreign law firms leave us uniquely placed to help clients choose the optimal business model in terms of tax structuring when investing in Russia or abroad. Among other things, we analyze and advise on the alternatives for a presence in the relevant jurisdiction (branch/subsidiary), methods of financing the business (debt financing/equity investments), and the most tax-effective mechanisms for the repatriation of profits. CONTESTING DECISIONS OF THE TAX AUTHORITIES Our experience advising on contentious tax matters helps us to successfully argue clients cases when contesting decisions of the tax authorities, whether in administrative proceedings or through Russian state commercial courts. Liniya Prava can prepare all procedural documents (statements of claim, motions, applications, appeals, cassation appeals, statements of defence etc.), provide advice and represent clients in court at all stages of the process in the three instances of the Russian state commercial courts (first, appellate and cassation instances), and also upon review of cases by the supervisory authority, if required. TAX DUE DILIGENCE Liniya Prava are experts in tax due diligence, from analysis and identification of tax risks and/or potential tax benefits for clients or target companies to preparation of detailed reports on the results of the due diligence exercise. TRANSFER PRICING Liniya Prava offers services on preparation of notifications as well as comprehensive transfer pricing documentation. For international firms we also offer services on adaptation of the head office s transfer pricing documentation to bring it into compliance with Russian legislation. TAX ADVICE ON WEALTH MANAGEMENT High-wealth individuals are increasingly in need of pre-emigration and post-emigration tax planning services, including with the use of trusts and family foundations. Liniya Prava has the necessary knowledge and experience in this area and can offer clients a full range of related services.

INTERNATIONAL TAX STRUCTURING Our experience advising on diverse international tax matters and our partnerships with leading foreign law firms leave us uniquely placed to help clients choose the

4 BELOW ARE SOME EXAMPLES OF OUR RECENT MANDATES Providing tax advice to Bank of Moscow on the securitization of home loans through the issuance of mortgage-backed securities. In addition to tax advice, in the course of structuring the transaction Liniya Prava also prepared a tax opinion. CJSC VTB Capital and CJSC VTB 24 were the arrangers. The senior tranche of the bonds were assigned a rating of Ваа3 (sf) by international rating agency Moody s. In total, the offering was worth more than 25 billion roubles. Providing tax advice on implementation of a series of transactions on securitization of part of the home loans portfolio of Housing Finance Bank. The total value of the securitization was 2.4 billion roubles. An unusual aspect of the transactions was the inclusion of a mezzanine tranche when placing the bonds. This is quite rare on the Russian market and offers new possibilities for the issuer to increase the amount of funds raised and for investors to avail themselves of a higher-yield instrument. Preparing a tax opinion for Vnesheconombank with a comparative analysis of the tax implications of investing under an investment partnership agreement and trust agreement. A memorandum was prepared setting out the tax implications inherent in each legal model. Preparing a tax opinion for RUSNANO on the matter of entering into an investment partnership agreement. Several lacunae were identified in the current tax legislation; amendments were suggested to eliminate the gaps in the legislative framework. Advising Russian Venture Company on taxation of the income of the members of an investment partnership. A memorandum was prepared describing the tax risks associated with entering into an investment partnership agreement, being a new type of instrument under Russian law, and setting out recommendations to mitigate the risks.

The senior tranche of the bonds were assigned a rating of Ваа3 (sf) by international rating agency Moody s. In total, the offering was worth more than 25 billion roubles.

5 Providing tax advice to one of Russia s largest publicly owned investment firms regarding the tax implications and risks associated with issuing rouble-denominated bonds with variable coupon interest indexed to inflation and performing transactions with interest-bearing notes. Preparing a securities prospectus for a 10-billion-rouble bond issue (certificated interest-bearing bonds) for VTB Capital Finance, describing how the yield on the bonds is taxed for resident and non-resident bondholders (individuals and legal entities). Preparing a tax opinion on various models of financing a Russian SPV, the main equity interest in which is held by China Development Bank together with one of China s largest law firms, DeHeng Law Offices. Preparing a securities prospectus for a 150-million-rouble share flotation (registered book-entry ordinary shares) of OJSC Mashinostroitelny Zavod, describing how the yield on the shares is taxed for the shareholders (residents and non-residents / individuals and legal entities); Comprehensive review of the foreign ownership structure under which Russian assets are held (one of Russia s largest food retailers) with a view to identifying any tax risks; recommendations were proposed to eliminate the risks found.

Preparing a securities prospectus for a 10-billion-rouble bond issue (certificated interest-bearing bonds) for VTB Capital Finance, describing how the yield on the bonds is taxed for resident and

6 Tax structuring of the sale of the business of one of Russia s largest transportation companies. An alternative for structuring the transaction was proposed which offers the client the highest level of protection and reduces its taxes without giving rise to any additional tax risks. Representing Integra group in a dispute with the tax authorities over the booking of expenses by the bond issuer, consisting of the amount by which the redemption value of the bonds exceeded their par value. As a result of out-of-court negotiations the tax claims were ultimately dropped. Protecting the interests of Inteco group in a dispute with the tax authorities over VAT relief claimed upon the sale of residential property under a presale contract. The tax claims were dropped upon appeal to the higher tax authority. Appealing a decision taken on the basis of a full-scope tax audit of the Cesar Satellite group. The court ruled that the tax claims were groundless, finding that they were based on recharacterization of transactions performed by the taxpayer. Representing the arbitration institution Centre for Arbitration in a dispute over VAT exemption of arbitration fees. In proceedings before the court of first instance the tax authority voluntarily satisfied the taxpayer s claims.

Representing Integra group in a dispute with the tax authorities over the booking of expenses by the bond issuer, consisting of the amount by which the redemption value of the bonds exceeded their

7 Our reputation as a law firm with a wealth of expertise in various areas of law is confirmed by the ratings assigned by authoritative national and international legal ratings agencies. Liniya Prava is recommended by Chambers & Partners, Legal 500, IFLR1000, Best Lawyers and Pravo.ru as Russian law advisers in the practice areas Tax, Corporate/Mergers & Acquisitions, Debt and Equity Capital Markets, Project Finance, Litigation & Dispute Resolution, and Restructuring and Bankruptcy. The Liniya Prava team continually monitors key developments and legislative changes in the sphere of tax law. To receive our tax updates and briefings, please visit our website and subscribe under the section Contact us , Russia, Moscow, 3 Smolenskaya Ploshchad, Smolensky Passage Business Centre, 13th Floor Tel.: +7 (495) Fax: +7 (495) web: pr@lp.ru

ru as Russian law advisers in the practice areas Tax, Corporate/Mergers & Acquisitions, Debt and Equity Capital Markets, Project Finance, Litigation & Dispute Resolution, and Restructuring and

LAHLOU Avocats & Associés. LAHLOU LAW FIRM Casablanca

LAHLOU Avocats & Associés. LAHLOU LAW FIRM Casablanca LAHLOU Avocats & Associés 3 OUR FIRM is a practice specialised in business law. It was founded by Saâd LAHLOU in 2006. Our strategy is twofold. We focus our development efforts, our knowledge and our