International tax group

Transcription

1 International tax group

2 We Work Worldwide Freshfields Bruckhaus Deringer is an international law firm known for its work on business-critical mandates for corporations, financial institutions and governments. We advise across jurisdictions, sectors and legal fields to help our clients grow, strengthen and defend their organisations wherever they do business. If you need a firm that can pull out people in 20 jurisdictions in a minute, this is the [one] for you. Chambers Europe 2013 We define our approach not by where we have offices but on how we work worldwide, with the right lawyers in the right place at the right time. We ve spent years building our network so that we can always find the local support that you need (not only local law advice but also knowledge of local business culture, politics and regulators). When we work with our local relationship firms, we work together for you as one team. Last year Freshfields work touched all but 12 of the world s 193 countries. Freshfields Bruckhaus Deringer LLP

3 Practice overview Corporate tax arrangements remain under increased scrutiny by tax authorities, governments, supranational organisations and the media; and both tax policy development and legislative change continue at various paces in different countries. A tax adviser s role in the growth, strengthening and defence of your business has come into focus more than ever before. Our clients, from all business sectors, come to us for tax advice on their most exacting transactions, tax investigations and disputes, and tax policy and consultancy matters, worldwide. Individually and collectively our tax lawyers offer technical tax expertise, in-depth knowledge of the tax and legal regimes in which our clients operate, cross-border experience, and sophisticated and robust solutions. A prominent player in some of the market s most complicated and challenging multijurisdictional cases. Chambers Global 2014, Tax It is fair to say that Freshfields leads the field due to its sheer depth of coverage. Chambers Europe 2014, Tax We enjoy solving complicated problems and working with you to achieve your business objectives, as well as with other partner firms and authorities around the world. 1

4 Tax on transactions Corporate Tax equates to real value and can make or break a deal. We provide cuttingedge tax advice on structuring the deal, its implementation, how to avoid tax pitfalls, and the documentation to reduce or eliminate latent and prospective tax risks. Major transactions can be demanding, particularly while a business s everyday tax affairs (tax returns, enquiries, year-end reporting, etc) still need attention. We can help. We work effectively and efficiently on the full range of domestic and cross-border transactions, including mergers and acquisitions (public and private), joint ventures, demergers and all manner of corporate re-organisations. We have extensive cross-border experience. On multi-jurisdictional deals clients often instruct us as deal counsel; we co-ordinate local tax advisers and ensure a consistent approach, strategic view and efficient client service across all relevant countries. Freshfields gobal dominance is undisputed. Who s Who Legal Awards 2013 Cross-border tax work is facilitated by the firm s impressive international network. Chambers Europe 2014, Tax Unanimously acknowledged as a top choice for multi-jurisdictional M&A transactions. Chambers Global 2014, Corporate/M&A 2

5 Capital raising and debt finance Our tax lawyers advise on a range of financial transactions and structures, both directly for clients and as part of multi-disciplinary teams. Our coverage includes: all types of structured finance; international capital markets transactions; derivatives transactions; repos and stock loans and similar transactions in securities; securitisations and other similar financings; project financings; asset financings (including equipment leasing); real estate financings; and tax treatment of banking operations and securities trading. With decades of experience in the development of financing techniques to help corporations and financial institutions raise money, we are still pioneers in this area. We are also well placed to advise on financial institutions own tax positions, especially regarding group and capital structuring and all aspects of financial trading. Highly esteemed for work in the finance sector. Chambers Global 2014, Tax 3

6 Tax on transactions Private equity Tax issues drive the structure of many private equity deals. Our tax lawyers handle every aspect of private equity activity, from optimising fund structures for investors and post-tax cash flows on leveraged buy-outs to advising on complex financings, maximising flexibility on exits, financial modelling and management remuneration. Deductibility of funding costs is key to the financial modelling of a private equity deal and we assist clients to conduct discussions with tax authorities to obtain clearances and rulings. We aim to keep structures simple but as flexible as possible to meet investors needs as well as market conditions. As targets have expanded to include regulated businesses (in the financial and other sectors), the sort of expertise which Freshfields can bring to bear has become increasingly important to clients. Investment funds The tax treatment of any fund structure needs to support its commercial aims. For instance, the fund may need to be tax neutral to allow investors to be treated at least as well as if they had invested directly in the underlying assets. We are experienced in the structuring, establishment, promotion and operation of an extensive range of investment funds, including partnerships, open and closed-ended companies, investment trusts, authorised and unauthorised unit trusts and various forms of parallel asset management arrangements. We devise, analyse and improve on tax-efficient structures for fund consortia. We also advise funds on structuring (especially cross-border) their investment transactions. 4

7 Restructuring and insolvency Debt restructuring remains a necessity for many groups; and structuring arrangements to relieve corporations from their debt burden invariably require attention to tax. We regularly work alongside restructuring and insolvency colleagues, advising banks, non-bank investors, corporations, funds and alternative capital providers on restructuring solutions worldwide. World-class for innovative and outside-the-box solutions. They are first-class lawyers. Chambers Global 2014, Restructuring & Insolvency 5

8 Tax investigations and dispute resolution Tax administrations are under governmental pressure to collect more tax and prevent avoidance. This has led to a rise in tax investigations and disputes around the world. Our recent contentious tax work has included: tax structured finance audit and criminal investigations advising on the technical, procedural and strategic aspects of investigations, including dawn raids and crossborder information requests; transfer pricing and permanent establishment investigations; VAT and supply chain management issues; EU, treaty and constitutional claims concerning the introduction of new taxes and the legality of certain domestic tax rules; and international tax disputes in emerging markets and other high-risk jurisdictions. Impressive global resources allow the effective representation of both domestic and international clients in UK and cross-border tax disputes. Chambers UK 2014, Contentious Tax It has very strong cross-border tax and tax litigation practices. Chambers Europe

9 Tax consultancy Amid the pace of tax law change, our clients often face tax issues outside the context of specific transactions. These issues are diverse and can involve various taxes, sectors and/or jurisdictions. Political and media responses to multinational corporate tax avoidance, and projects like the OECD s on Base Erosion and Profit Shifting (BEPS), have brought tax into the boardroom as a risk and reputational matter. Multinationals group structures and tax affairs, and how they are presented to the public, need to be kept under careful review. Our international tax consultancy practice helps businesses to navigate these challenges, including: tax policy and risk management; tax-efficient IP structuring; international group structuring; transfer pricing; VAT and indirect taxes; employee/executive remuneration; regulatory and capital solutions; and family-owned businesses and estate planning. Our tax lawyers are often involved in tax policy consultations with governmental bodies and tax authorities. Governments in jurisdictions with developing tax systems have consulted us on choosing policy options that balance their immediate revenue-raising objectives with longer-term aims of ensuring that their countries remain attractive to investors, as well as on the application and interpretation of detailed legislation in line with those goals and international norms. A firm favourite thanks to an outstanding network and depth of expertise. Chambers Europe 2014, Tax 7

10 Tax consultancy Tax and IP structuring Businesses and their advisers have long debated how best to structure IP rights tax efficiently. The spotlight has particularly turned to e-businesses that don t have a bricks-and-mortar presence in the countries where they operate. Freshfields has fantastic people. Definitely tier one. International Tax Review, World Tax 2013 As a result, governments and international institutions are considering new rules for taxing the digital economy. The intangible nature of IP rights makes them easily moveable and creates the potential for tax savings but this is now judged against a background of increasing regulatory and public scrutiny. We can help you decide on a structure that protects your tax position, your IP assets and your corporate reputation. 8

11 Transfer pricing Recent high-profile transfer pricing cases have been determined on fine points of law and the testimony of expert economists. Moreover, tax authorities are recruiting their own economists and expressing a new determination to litigate when necessary. International bodies are reviewing the interpretation of the OECD Model Tax Convention on the basis of complex economic arguments. Companies must find a way through increasingly detailed and often conflicting statutory transfer pricing codes in more and more tax jurisdictions. Designing and documenting an appropriate transfer pricing policy is more than a simple matter of compliance for corporate taxpayers. Informed and strategic transfer pricing advice can protect against double taxation, boost profitability through a reduced global effective tax rate and align inter-company pricing with business strategy, thereby supporting corporate development. At the same time, transfer pricing planning should neither compromise a company s policy on corporate social responsibility nor lead to a perception that its arrangements are tax driven. Our dedicated international transfer pricing team offers a complete and independent transfer pricing service including risk assessment, strategy advice, legal implementation and protection of intangibles, as well as documentation and dispute resolution which combines expert interpretation of tax, commercial and intellectual property law, dispute resolution skills, analytical economic thinking and industryspecific commercial awareness. Whether your business faces the challenge of compliance in different jurisdictions or of international restructuring to prepare for the future, we can provide the solution wherever you operate. Praised for its transfer pricing group, which is seen as a unique and first-rate offering. Chambers Europe 2014, Tax 9

12 Tax consultancy Employee and executive remuneration Employee incentives including stock option plans, stock purchase plans and share appreciation rights will only be a true incentive if they are set up in a way that takes into account the various tax exemptions and reliefs on offer. We work closely with our employment, pensions and benefits colleagues to advise on income tax, wage withholding tax and social security issues and related corporate income tax consequences. We advise on the taxation of expatriates, including the tax aspects of employment contracts and intercompany pricing issues on allocation of employment costs. We also advise on the implementation and restructuring of management incentive plans. Family-owned businesses and estate planning We have specialists in a number of jurisdictions who provide domestic and international tax and estate planning advice for high net worth entrepreneurs and individuals. We are familiar with the tax issues arising on: the inheritance of enterprises; lifetime transfers; change of country of residence; and the establishment of trusts or foundations for private family, public charitable and welfare, and cultural or other purposes. We also structure and implement trusts, wills and other inheritance arrangements. We advise on planning and regularly apply for and obtain tax rulings and assist in their implementation. We co-operate closely in the planning and implementation phase of any estate planning project with bankers, family offices, trustees and tax authorities as required. Our experience in this field, and the close relationships that we have developed, means that we can also recommend additional advisers. 10

13 Real estate In recent years there has been an increase in the complexity of property financing techniques and property investment structures, and our practice has been closely involved in these developments. In addition, of course, we provide basic support for the tax aspects of standard property transactions (for example, VAT, stamp duty, real estate transfer tax and tax depreciation). We also work on: project finance-based structures such as private finance and public private partnership initiatives; property securitisations (where tax is almost always a major issue); international property joint venture structures, using partnerships and other collective investment or hybrid vehicles (depending on the needs of the investors); and investment and financing structures for properties attracting special tax privileges. 11

14 VAT Our lawyers draw together VAT experience from all our European offices to give clients a fullyintegrated service. We also manage non-eu VAT issues for clients around the world. We have particular experience in advising on the VAT issues relating to securitisations, asset financings, property transactions and e-commerce projects, as well as the treatment of partially exempt business (especially in the finance sector). Our work includes VAT litigation and, of course, domestic transactions, but is commonly cross-border. This is particularly the case in e-commerce projects, where we have practical VAT experience across the EU member states, as well as in advising on the growing body of CJEU case law. Our team provides advice on industry-specific tax issues, including for clients in the finance and insurance, energy and natural resources, technology and communications, consumer and healthcare, infrastructure and transport, real estate, manufacturing and other sectors. 12

15 Contacts Primary contact Silvia Paternain Partner, Madrid T E [email protected] Renato Paternollo Principal Consultant, Milan T E [email protected] David Haworth Principal Consultant, London T E [email protected] Robert Scarborough Partner, New York T E [email protected] Eelco van der Stok Partner, Amsterdam T E [email protected] Cyril Valentin Partner, Paris T E [email protected] Axel Haelterman Partner, Brussels T E [email protected] Michael Sedlaczek Partner, Vienna T E [email protected] Norbert Schneider Partner, Cologne/Dusseldorf T (Cologne) (Dusseldorf) E [email protected] Claude B Stansbury Partner, Washington T E [email protected] This material is provided by the international law firm Freshfields Bruckhaus Deringer LLP (a limited liability partnership organised under the law of England and Wales) (the UK LLP) and the offices and associated entities of the UK LLP practising under the Freshfields Bruckhaus Deringer name in a number of jurisdictions, and Freshfields Bruckhaus Deringer US LLP, together referred to in the material as Freshfields. For regulatory information please refer to The UK LLP has offices or associated entities in Austria, Bahrain, Belgium, China, England, France, Germany, Hong Kong, Italy, Japan, the Netherlands, Russia, Singapore, Spain, the United Arab Emirates and Vietnam. Freshfields Bruckhaus Deringer US LLP has offices in New York City and Washington DC. This material is for general information only and is not intended to provide legal advice. Freshfields Bruckhaus Deringer LLP, October 2014, 01550

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