Corporate tax

Corporate transactions give rise to a multitude of tax issues. Our international corporate tax team works closely with our clients to provide advice on the tax implications of a wide range of commercial issues, including joint ventures and partnerships, entity reorganization, real estate, and compensation matters. Across the board, we use creative problem solving, aiming to find the best tax strategies and reporting positions for each client.

Mergers and acquisitions are a particular focus for the team, and we have in depth knowledge and experience of a wide range of M&A tax issues on both the buy and the sell side. Our aim is to transform transaction tax issues into tax savings opportunities.

Our international corporate tax team is a key component of the firm's international commercial practice. By integrating tax and corporate services we can provide value-added tax guidance that synchronizes with the legal and strategic aspects of our commercial advice.

Recent work

  • Advised rollover of management equity stake as part of leveraged sale to private equity syndicate using interposed pass-through entity also granting profits interests focusing on transaction structure and Operating Agreement distribution and allocation provisions (transaction value: $300 million).Obtaining a significant appellate victory before the Federal Circuit Court of Appeals. The case involved corporate reorganization, tax loss utilization and consolidated return issues.
  • Advised India Mobile Phone Manufacturer on taxable nature of acquisition by US Special Purpose Acquisition Corporation and related expatriation to BVI focusing on reduction of effective worldwide tax rate (transaction value: $220 million).
  • Advised Latin America-based business on expatriation strategy for US holding company focused on restructuring of intellectual property ownership.
  • Advised US rug manufacturer on extraordinary dividend from Irish subsidiaries under Section 965, enacted in 2004, and prepared comment letter to IRS on eligibility for provision enacted in 2004 allowing 85 percent deduction of dividends from foreign corporations.
  • Advised offshore hedge funds on purchases of US corporation debt obligations and bank loans.
  • Advising US-based Hedge Fund on restructuring of general and limited partner interests and partial sale of interest.
  • Advising European-based investment advisor on structure of worldwide operations and US tax withholding obligations and reporting obligations for US customers and accounts.
  • Advising principal shareholders of Bulgarian corporations on equity grant to US management team and potential CFC and PFIC tax issues.
  • Advising computer component manufacturer with operations in US, Singapore and China on worldwide restructuring with focus on ant-expatriation, earnings stripping and transfer pricing issues.
  • Advising US headquartered public semi-conductor company on impact of debt restructuring and utility of net operating losses.
  • Advising principal shareholders of Bulgarian corporations on equity grant to US management team and potential CFC and PFIC tax issues.
  • Establishing an international corporate group structure prior to IPO on the London Stock Exchange of a substantial Kazakh group.
  • Advised New York City-based financial services company on Federal and state tax aspects of sale via reverse cash merger to a private equity fund syndicate.
  • Tax counsel to a US shareholder of a public Middle East-based corporation on its reverse merger transaction and the US shareholder's private placement of stock.
  • Counsel to a US manufacturer of specialty flavor, color and fragrance chemicals used in well-known consumer products in its sale to a LSE-traded European conglomerate.
  • Counsel to a Canadian-based family investment fund in its acquisition of a US food manufacturer.

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