Navigating through corporate restructuring tax provisions paper

Published on 05 Oct 06 by VICTORIAN DIVISION, THE TAX INSTITUTE

There is now a veritable menu of rollovers, reliefs and consolidation rules which can potentially apply to mergers, demergers and asset transfers. Each item on the menu has its own pre-requisites and there are some common rules to observe. Overlaying that are specific and the general anti-avoidance provisions. This paper will help you understand how they all come together and identify traps to avoid. We will not be cooking the books, but you will learn how to choose from the menu without getting egg on your face. Topics covered in this paper include:

• pulling companies apart using the demerger rules
• the section 45B ATO practice statement
• putting companies back together using the CGT rollover rules
• using the consolidation regime to move assets between companies
• theoretical possibilities versus practical realities.

Author profiles

Michael Clough FTI

Michael Clough, FTI, is a Partner at King & Wood Mallesons and has over 40 years experience advising Australian and foreign-owned clients on tax issues which arise in the capital and debt markets, corporate transactions and resources and infrastructure sectors. On behalf of his clients, Michael has helped resolve many disputes with the ATO and also conducted numerous tax appeals and other related proceedings in the state, Federal and High courts and tribunals. - Current at 29 January 2026

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