SEARCH RESULTS

Search

Filter

Type







Category










Year












20 Mar 2019 | External Publications | Corporate and Mergers & Acquisitions

The Inward and International Taxation Review - Ninth Edition

There have been significant recent changes in the global tax landscape as highlighted in the OECD annual report on global tax policy reforms published on 5 September 2018. The report noted the impact of major tax reform in a number of countries, notable in the United States, Argentina and France.

(314 kb)

25 Feb 2019 | Riposte | Corporate and Mergers & Acquisitions

Similar business test finally enacted – the more things change…

After much delay the Australian Government has finally passed the changes to the company loss rules which were originally announced as part of the National Innovation and Science Agenda as part of the “Ideas Boom” in 2015.

20 Feb 2019 | External Publications | Corporate and Mergers & Acquisitions | Private Equity

Taxing private trusts - a moving target

The Tax Institute of Australia has published a feature article by Cameron Blackwood, Graeme Cooper and Andrew White on taxing private trusts.

(629 kb)

09 Nov 2018 | Riposte | Corporate and Mergers & Acquisitions

ATO to provide guidance on CGT rollovers and demergers

The ATO has announced that it will provide guidance on two matters relevant to demerger relief: (1) sequential planned transactions where a CGT roll-over is claimed for each transaction and the first roll-over (i.e. the demerger) contains a 'nothing else' condition; and (2) for the purposes of applying the demerger provisions what is the scope of a "restructuring".

07 Nov 2018 | Riposte | Corporate and Mergers & Acquisitions | Financial Services | International

UK Digital Services Tax

The UK Chancellor has announced that it will legislate an interim 2% tax on certain digital service business models, pending an international solution. Given the Australian Treasury’s recent discussion paper on whether Australia should consider a similar regime, this article looks at some of the issues that will need to be addressed on implementation.

07 Nov 2018 | Tax Brief | Corporate and Mergers & Acquisitions | Private Wealth

Vacillation in Small Business Territory

The taxation of small business entities has seen more than the usual degree of schizophrenia in the last few weeks. While there were tax cuts for small business, Treasury released a Consultation Paper outlining proposed amendments to Div 7A. These measures are, for the most part, decidedly not concessional.

Tax Brief 7 November 2018 - Vacillation in Small Business Territory (240 kb)

05 Nov 2018 | Riposte | Corporate and Mergers & Acquisitions

Off-market share buy-backs and 45-day LIFO rule

Companies paying a dividend in conjunction with an off-market buy-back should take note of the ATO’s updated guidance on the application of the 45 day rule and its impact on entitlement to franking credits.

03 Oct 2018 | Riposte | Financial Services | Corporate and Mergers & Acquisitions | International

Digital economy: Not so urgent?

Yesterday Treasury released the long awaited discussion paper on corporate taxation and the digital economy. The paper is mainly a summary of international developments to date and does not give much sense of a direction for Australia. Rather the overall impression is that Australia is parking the question in the too hard basket and does not expect internationally coordinated action for some years to come.

25 Jun 2018 | Riposte | Corporate and Mergers & Acquisitions

A change in ATO approach to demergers?

The recent press reports of the ATO’s decision to deny tax relief for a demerger that was not conditional on a subsequent acquisition of the demerging entity is a timely reminder of the difficulties in obtaining tax relief in multi-faceted transactions.

30 Jan 2018 | Riposte | Corporate and Mergers & Acquisitions

2018 M&A Tax Update

With 2017 being a big year for tax developments (though unfortunately few good news stories) and 2018 shaping up to be a strong year for M&A activity, we set out below our review of recent learnings and a summary of what we expect to be the key M&A tax issues in 2018.

27 Oct 2016 | External Publications | Energy & Resources | Corporate and Mergers & Acquisitions

The legal meaning of "market value"

Tim Kyle authored and presented "The legal meaning 'market value'" at The Tax Institute's National Resources Tax Conference in October 2016.

(1066 kb)

27 Oct 2016 | External Publications | Energy & Resources | Corporate and Mergers & Acquisitions

Consolidations – where is it all up to and what does it mean?

Ken Spence and Ryan Leslie co-authored and presented "Consolidations – where is it all up to and what does it mean?" at The Tax Institute's National Resources Tax Conference in October 2016.

(786 kb)

10 May 2016 | Riposte | Corporate and Mergers & Acquisitions

TWISTA podcast

Greenwoods' Director Toby Eggleston and HSF partner Peter Dunne were interviewed by Mark Pesce for the TWISTA podcast. The recent changes to employee share scheme rules and how they impact on startups was the focus of their discussion. Listen now!

04 May 2016 | Riposte | Corporate and Mergers & Acquisitions

FIRB & tax 2.0

One Budget announcement by the Treasurer seems to have slipped by many... A posting on the FIRB website revises certain tax conditions that were announced in February - generally for the better.

24 Mar 2016 | Riposte | Corporate and Mergers & Acquisitions

Innovation, startup and fintech tax update

Investors and participants in the startup and fintech sectors have been in the spotlight this week with the introduction of tax legislation and Treasury announcements targeted at them. What is in store?

26 Feb 2016 | External Publications | Corporate and Mergers & Acquisitions

Franking credits in takeovers

Toby Eggleston originally published "Franking credits in takeovers" on the Herbert Smith Freehills website.

08 Dec 2015 | Riposte | Corporate and Mergers & Acquisitions

Earn-outs and non-resident CGT withholding

Long-awaited rules creating a withholding tax regime for certain capital gains of non-residents and amendments to the taxation of earn-outs are finally in a bill before before Parliament.

26 Nov 2015 | Riposte | Corporate and Mergers & Acquisitions

Capital return class ruling takes off

A capital return by Qantas in circumstances where current year profits were applied to accumulated losses does not attract the application of anti-capital streaming rules according to the ATO.

04 Sep 2015 | External Publications | Corporate and Mergers & Acquisitions | Private Equity

Scrip for scrip amendments: be aware of changes from draft legislation

"Scrip for scrip amendments: be aware of changes from draft legislation " by Toby Eggleston and Cameron Blackwood considers changes to scrip for scrip rules. It was originally published in Thomson Reuters Weekly Tax Bulletin 38 - 4/9/15.

25 Aug 2015 | Riposte | Corporate and Mergers & Acquisitions

Scrip for scrip amendments

Legislation amending the scrip for scrip rules has been introduced in Parliament with some welcome improvements from the April ED.

19 May 2015 | Consultations & Submissions | Corporate and Mergers & Acquisitions

Consolidation ED

Greenwoods & Herbert Smith Freehills has provided submissions to the Treasury on the April 2015 exposure draft legislation addressing integrity in the consolidation system.

(666 kb)

29 Apr 2015 | Riposte | Corporate and Mergers & Acquisitions

ED: Scrip for scrip

Proposed amendments in exposure draft legislation are generally of a technical nature but, as currently drafted, one amendment could have significant implications in relation to cash and scrip bids.

28 Apr 2015 | Riposte | Corporate and Mergers & Acquisitions

Integrity for consolidation?

Treasury has released an Exposure Draft: Consultation - Restoring integrity to the consolidation regime. The legislation covers 5 measures announced in past Federal Budgets - but what have they missed?

24 Apr 2015 | Riposte | Corporate and Mergers & Acquisitions

Resolution for earn-outs?

Treasury has finally released Exposure Draft legislation to fix the mess for earn-outs created by the ATO’s controversial 2007 draft ruling. Have they succeeded in resolving the confusion?

26 Mar 2015 | Riposte | Corporate and Mergers & Acquisitions | Employment & Superannuation

Share plan changes tabled and diced

Amendments to the rules governing the taxation of employee share plans were tabled on 25 March make a proposed tax regime for start-up company options viable. That said, there is little extra for public company offers.

18 Mar 2015 | Riposte | Corporate and Mergers & Acquisitions

Treasury Consultation: MEC groups

Treasury released a consultation paper on the options identified in the MEC group tripartite review. Find out what the paper covers in our latest Riposte.

14 Nov 2014 | Riposte | Corporate and Mergers & Acquisitions

Return of off-market share buy-backs

As companies line up to return cash to shareholders, off market share buy-backs have returned to the scene this year. We’ve rarely seen them since the GFC, so why their return now?

21 Oct 2014 | Tax Brief | Corporate and Mergers & Acquisitions | Employment & Superannuation

Employee share & option plan changes

The Government confirmed in its 14 October 2014 Industry Innovation and Competitiveness Agenda announcement that it will roll-back at least part of the 2009 changes to the taxation of employee share and option plans, with start-up companies to be the major beneficiaries.

Employee share and option changes (40 kb)

09 Oct 2014 | External Publications | Corporate and Mergers & Acquisitions

Tax Consolidation – Practical Issues in the Current Law

Narelle McBride and Ryan Leslie wrote "Tax Consolidation – Practical Issues in the Current Law" for The Tax Institute's Vic 2nd Annual Tax Forum. The paper was presented by Ken Spence and Ryan Leslie at the event on 9 October 2014.

(558 kb)

01 Jun 2014 | External Publications | Corporate and Mergers & Acquisitions

Capital Management - The Tax Specialist - June 2014

In the June 2014 issue of The Tax Specialist, Richard Hendriks and Cameron Blackwood provide an update on the key Australian income tax issues and ATO practice associated with corporate capital management initiatives.

(590 kb)

08 Jun 2010 | MAx | Corporate and Mergers & Acquisitions

MAx Issue 2

This Issue of Max considers: the tax treatment of earn out arrangements, potential relief for difficulties where cash is ‘trapped’ in a subsidiary and an announcement in the 2010 Federal Budget in relation to the interaction of CGT rollover relief and share sale facilities.

MAx Issue 2 (109 kb)

15 Oct 2009 | MAx | Corporate and Mergers & Acquisitions

MAx Issue 1

The downturn in M&A activity because of the global financial crisis is clearly evident in the number of class rulings being sought from the Australian Taxation Office (ATO), with only eight M&A related class rulings having been issued in 2009 compared to over 25 in 2007.This first issue of MAx considers recent issues relating to special dividends and rights issues.

MAx Issue 1 (56 kb)

09 Nov 2011 | MAx | Corporate and Mergers & Acquisitions

MAx Issue 4

It’s been almost 2 years since the Australian Taxation Office (ATO) first went after the TPG group in respect of the sale of Myer, and only last month that the ATO’s most recent court action against TPG failed. During this time, the ATO has released 4 determinations relating to private equity investment in Australia. This edition of MAx summarises the key points arising from the ATO’s final determinations.

MAx Issue 4 (169 kb)

07 Dec 2010 | MAx | Corporate and Mergers & Acquisitions

MAx Issue 3

This edition of MAx sets out some of the key points from the ATO’s determinations concerning the application of Part IVA to treaty shopping arrangements (TD 2010/20) and whether profits of a vendor from the sale of shares acquired under a “leveraged buy-out” can be taxed in Australia (TD 2010/21) as well as two further draft determinations in relation to the source of profits from private equity sales and the application of Australia’s tax treaties to foreign limited liability partnerships.

MAx Issue 3 (204 kb)

05 Feb 2013 | MAx | Corporate and Mergers & Acquisitions

MAx Issue 5

A recent Federal Court decision has cast doubt on the Australian Taxation Office’s ability to tax non-residents who hold substantial interests in Australian mining companies, as well as dealing with the vexed issue of applying tax treaties to foreign limited partnerships. This edition of MAx discusses these issues.

MAx Issue 5 (108 kb)

16 Nov 2011 | Tax Briefs | Corporate and Mergers & Acquisitions

Exposure Draft on Share Buybacks

This Tax Brief considers exposure draft legislation released by Treasury which will rewrite the share buyback rules into the Income Tax Assessment Act 1997.

Exposure Draft on Share Buybacks (69 kb)

20 Dec 2012 | Tax Briefs | Corporate and Mergers & Acquisitions

Dividends For Christmas - Again!

Treasury has released an Exposure Draft of legislation for a replacement of the corporate law dividend test enacted in 2010. What does it mean for tax?

Dividends For Christmas - Again! (27 kb)

26 Apr 2013 | Tax Briefs | Corporate and Mergers & Acquisitions | Projects & Infrastructure

Tax Losses from Infrastructure Projects

This Tax Brief discusses draft legislation explanatory memorandum and rules that will be implemented as a legislative instrument recently released concerning the special treatment of tax losses of infrastructure projects.

Tax Losses from Infrastructure Projects (119 kb)

21 Oct 2014 | Tax Briefs | Corporate and Mergers & Acquisitions | Employment & Superannuation

Employee share and options changes

The Government confirmed in its 14 October 2014 Industry Innovation and Competitiveness Agenda announcement that it will roll-back at least part of the 2009 changes to the taxation of employee share and option plans, with start-up companies to be the major beneficiaries.

Employee share and options changes (40 kb)

19 Mar 2010 | Tax Briefs | Corporate and Mergers & Acquisitions

Consolidating Consolidation

This Tax Brief outlines the main changes to the consolidation provisions introduced by the Tax Laws Amendment (2010 Measures No.1) Bill 2010 – the changes primarily affect the tax cost setting process when a group is formed, or entities join or leave a group.

Consolidating Consolidation (50 kb)

06 Nov 2009 | Tax Briefs | Corporate and Mergers & Acquisitions

Accessing Corporate Losses

Treasury has released an Exposure Draft of legislation to facilitate access to corporate losses for companies with multiple classes of shares on issue. This Tax Brief examines the strengths and weaknesses of the proposed regime and identifies some issues with the way it is designed to work.

Accessing Corporate Losses (36 kb)

19 May 2009 | Tax Briefs | Corporate and Mergers & Acquisitions

The Impact of TOFA on M&A Activity

This tax brief explores the impact of TOFA on a number of corporate transactions, including mergers, acquisitions, disposals, restructures, demergers and capital management (capital raisings, buy-backs, etc).

The Impact of TOFA on M&A Activity (70 kb)

28 Apr 2009 | Tax Briefs | Corporate and Mergers & Acquisitions

Tax Consolidation Amendments - 18 Further Pieces of the Jigsaw Released

On 28 April 2009 the Assistant Treasurer released proposed amendments dealing with 18 tax consolidation issues which had been announced as far back as 1 December 2005. This Tax Brief and the attached table lists each of the proposed amendments and outlines their specific scope and application.

Tax Consolidation Amendments - 18 Further Pieces of the Jigsaw Released (18 kb)

10 Jul 2008 | Tax Briefs | Corporate and Mergers & Acquisitions

New Rules on Taxation on Rights Issues

This Tax Brief examines the new rules proposed by the Government to try to clarify the post-McNeil situation.

New Rules on Taxation on Rights Issues (53 kb)

25 Oct 2007 | Tax Briefs | Corporate and Mergers & Acquisitions

Draft Ruling on the Taxation of Earn out Arrangements

On 17 October 2007, the ATO released a Draft Taxation Ruling on the tax treatment of “earn out arrangements” This Tax Brief contemplates how this new view alters the previous analusis and deals with reverse earn outs.

Draft Ruling on the Taxation of Earn out Arrangements (105 kb)

18 Oct 2007 | Tax Briefs | Corporate and Mergers & Acquisitions

Proposed Changes to the Interaction of Tax Consolidation and Rollovers

This Tax Brief discusses Press Releases on 12 and 16 October 2007 announcing proposed changes to the interaction between the tax consolidation and CGT rollover rules.

Proposed Changes to the Interaction of Tax Consolidation and Rollovers (105 kb)

26 Jun 2007 | Tax Briefs | Corporate and Mergers & Acquisitions

Rights Issues

This Tax Brief considers the 26 June 2007 announcement by the Assistant Treasurer that the Government will amend the tax legislation to ensure that the value of rights issues is not subject to tax at the time of issue. This reverses the outcome of the High Court decision in McNeil's case.

Rights Issues (208 kb)

09 Jun 2006 | Tax Briefs | Corporate and Mergers & Acquisitions

Share Capital Tainting Rules

After the share capital tainting rules were rendered inactive in 2002, the Government moved to reinstate these rules from 26 May 2006. This Tax Brief considers what constitutes share capital tainting and its tax consequences.

Share Capital Tainting Rules (135 kb)

04 May 2006 | Tax Briefs | Corporate and Mergers & Acquisitions

Redefining Cost and Cost Base

his Tax Brief examines the new definitions of cost and cost base, which form a package with the enhanced blackhole provisions.

Redefining Cost and Cost Base (108 kb)

16 Dec 2005 | Tax Briefs | Corporate and Mergers & Acquisitions

Consolidation Transitional Elections About to Expire - Again!!!

This Tax Brief outlines a number of concessional transitional consolidation elections and the extension of the period within which they can be made or revoked.

Consolidation Transitional Elections About to Expire - Again!!! (182 kb)

07 Sep 2005 | Tax Briefs | Corporate and Mergers & Acquisitions

Selling a buy-back

This tax brief provides comments on the decision of the Full Federal Court in Commissioner of Taxation v McNeil [2005] FCAFC 147

Selling a buy-back (248 kb)

01 Jun 2005 | Tax Briefs | Corporate and Mergers & Acquisitions

Losses Due to Lack of Control

This Tax Brief considers the 26 April 2005 decision of the High Court in Linter Textiles Australia. The case establishes that where a corporate group is liquidated the persons who hold shares in the parent company will not be treated as satisfying continuity of ownership in relation to the subsidiaries.

Losses Due to Lack of Control (222 kb)

15 Dec 2004 | Tax Briefs | Corporate and Mergers & Acquisitions

Tax Consolidation: Transitional Elections to be Finalised by 31 December 2004 - More Changes Introduced

This Tax Brief considers the announcement of 20 September 2004 that a further extension until would be allowed for making certain elections n the tax consolidation rules.

Tax Consolidation: Transitional Elections to be Finalised by 31 December 2004 - More Changes Introduced (195 kb)

22 Apr 2004 | Tax Briefs | Corporate and Mergers & Acquisitions

Equivocal Changes Proposed for Corporate Loss Rules

This Tax Brief analyses the April 2004 Treasury discussion paper on Loss Recoupment Rules for Companies. The impetus for the paper was the apparent belief in Treasury that companies excessively rely on the same business test to recoup prior year losses because of growing concern and cost associated with demonstrating the continuity of ownership test has been met.

Equivocal Changes Proposed for Corporate Loss Rules (251 kb)

08 Feb 2005 | Tax Briefs | Corporate and Mergers & Acquisitions

Misadventure for Joint Venture Participant

This Tax Brief consider a decision of the AAT concerning the treatment of termination payments by joint venture participants.

Misadventure for Joint Venture Participant (204 kb)

13 Jan 2004 | Tax Briefs | Corporate and Mergers & Acquisitions

Dividend Trap Catches Taxpayer

This Tax Brief considers the 8 December 2003 decision of the Full Federal Court rejecting the taxpayer's appeal against the judgment of Lindgren J. in Spassked Pty Limited and others v Commissioner of Taxation.

Dividend Trap Catches Taxpayer (47 kb)

12 Nov 2003 | Tax Briefs | Corporate and Mergers & Acquisitions

Tax Offset Arising From Franking Deficit Tax Liability

This Tax Brief discusses changes to the rules providing a tax offset for franking deficit tax implemented as part of moving the rules from the 1936 Act to the 1997 Act.

Tax Offset Arising From Franking Deficit Tax Liability (127 kb)