Workshop 3 case studies and answers: M&A

Published on 25 Oct 12 by NATIONAL DIVISION, THE TAX INSTITUTE

This workshop presents a list of common tax issues that an adviser would face when advising a foreign investor looking to acquire an Australian listed group. The case study covers the treatment of pre-sale dividends from a franking perspective, and what impact changes to the Corporations Act have on the ability of the Australian company to frank its dividends.

The workshop also examines some of the “lessons” to be learned in advising foreign buyers about structural issues regarding their ownership of the Australian investment by considering the four private equity Tax Determinations released by the ATO. Other issues discussed relate to funding for the acquisition and structure choice such as, thin capitalisation limits, interest deductibility, withholding tax, choice of acquisition structure and the impact of the acquisition structure on consolidation.

The workshop will also considers the treatment of earn out arrangements and otheremployee incentive arrangements that are typical in such an acquisition transaction.

In short, this workshop covers:

• franking and Corporations Act changes
• off-market buybacks
• tax consolidation – rights to future income
• private equity Tax Determinations – lessons
• pre-sale dividends
• Part IVA.

Author profile

Eddy Moussa

Eddy Moussa, CTA, is a practising tax lawyer with over 20 years experience in providing legal advice on taxation matters. He is a Senior Partner in the PwC Tax Controversy team. He provides legal advice to mainly multinational clients on taxation matters (including anti-avoidance), and supports clients in resolving disputes with the Australian Taxation Office. This work involves assisting clients under audit or investigation. Eddy also leads alternative dispute resolution processes, (including independent review and GAAR panel processes), briefs counsel and provides client support on anti-avoidance matters. Eddy has also advised a number of multinational organisations on audit issues involving international tax matters, cash repatriation, investment structuring, withholding taxes and treaty issues. Eddy also has an interest in the taxation of intellectual property and the anti-avoidance provisions in Australia and has written numerous papers on the topic. Eddy is a member of the National Council of The Tax Institute and also a member of the NSW State Council. - Current at 08 March 2023

More by Eddy MOUSSA

• Dealing with the dispute from the beginning paper - 31-July-2019
• Burden of proof in tax disputes and why it matters paper - 24-May-2018
• Revenue v capital: Review of recent cases and what they mean for your business paper - 02-June-2016
• International aspects of anti-avoidance paper - 09-September-2015
• Part IVA - Analysis and statutory construction paper - 21-November-2013
• Structuring ownership of intellectual property paper - 21-February-2012
• Workshop 4 - Intellectual property paper - 27-October-2011
• Structuring ownership of intellectual property paper - 12-October-2010
• Structuring ownership of intellectual property paper - 20-February-2008

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