Corporate and business tax laws Books

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Book SynopsisCasts light on the current tensions in Delaware corporate law and how Delaware’s courts and legislature should address them.

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Book SynopsisTrade Review"One of The Economist's Best Books to Read to Understand Financial Crime""[An] entertaining exploration. . . . [Weitzman] takes up a dry topic and breathes life into it."---Alan Livsey, Financial Times"I can’t recommend this book enough."---Emma Vigeland, The Majority Report podcast

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Book SynopsisTrade Review"One of The Economist's Best Books to Read to Understand Financial Crime""[An] entertaining exploration. . . . [Weitzman] takes up a dry topic and breathes life into it."---Alan Livsey, Financial Times"I can’t recommend this book enough."---Emma Vigeland, The Majority Report podcast

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Book SynopsisTrade Review‘With his latest publication, Florian does not disappoint. In addition to a comprehensive summary of the evolution of withholding taxes in the EU, Florian provides a clear and concise summary of the issues taxpayers may face today and what tomorrow might hold. He provides very valuable and practical insights to assist with understanding and navigating the current landscape of withholding taxes.’ -- Linda Pfatteicher, Dentons, US‘A remarkable and timely book by an author who knows international tax law inside-out. This book is further proof that Prof. dr. Florian Haase not only knows the history and theory of international tax law, but also understands its practical, cross-border impact for tax authorities and taxpayers alike. A must-read for everyone working in the field of international tax.’ -- Paulus Merks, International Tax Partner, HVK Stevens, the NetherlandsTable of ContentsContents: Preface Table of cases Table of legislation 1 A Brief History of withholding taxes 2 Justification of withholding taxes and general issues 3 Technical and procedural aspects 4 Withholding taxes and tax treaty law 5 Withholding taxes and EU law 6 Future perspectives for withholding taxes 7 Selected EU Member States reviews

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Book SynopsisThis insightful book provides a nuanced guide to the intricacies of US corporate tax law. Jeffrey L. Kwall sheds light on the double taxation process, highlighting critical issues surrounding the system that requires both corporations and shareholders to pay tax on the same income.

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Book SynopsisThis insightful book provides a nuanced guide to the intricacies of US corporate tax law. Jeffrey L. Kwall sheds light on the double taxation process, highlighting critical issues surrounding the system that requires both corporations and shareholders to pay tax on the same income.

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Book SynopsisA comprehensive, revised, and expanded guide covering tax-exempt organizations engaging in joint ventures Joint Ventures Involving Tax-Exempt Organizations, Fourth Edition examines the liability of, and consequences to, exempt organizations participating in joint ventures with for-profit and other tax-exempt entities. This authoritative guide provides unbridled access to relevant IRC provisions, Treasury regulations, IRS rulings, and pertinent judicial decisions and legislative developments that impact exempt organizations involved in joint ventures. Features in depth analysis of the IRS''s requirements for structuring joint ventures to protect a nonprofit''s exemption as well as to minimize UBIT Includes sample models, checklists, and numerous citations to Internal Revenue Code sections, Treasury Regulations, case law, and IRS rulings Presents models, guidelines, and suggestions for structuring joint ventures and minimizing the risk of Table of ContentsPreface xxv Acknowledgments xxix About the Author xxxi Chapter 1: Introduction: Joint Ventures Involving Exempt Organizations 1 Chapter 2: Taxation of Charitable Organizations 49 Chapter 3: Taxation of Partnerships and Joint Ventures 193 Chapter 4: Overview: Joint Ventures Involving Exempt Organizations 291 Chapter 5: Private Benefit, Private Inurement, and Excess Benefit Transactions 409 Chapter 6: Engaging in a Joint Venture: The Choices 489 Chapter 7: Exempt Organizations as Accommodating Parties in Tax Shelter Transactions 561 Chapter 8: The Unrelated Business Income Tax 577 Chapter 9: Debt-Financed Income 669 Chapter 10: Limitation on Excess Business Holdings 697 Chapter 11: Impact on Taxable Joint Ventures: Tax-Exempt Entity Leasing Rules 709 Chapter 12: Healthcare Entities in Joint Ventures 729 Chapter 13: Low-Income Housing, New Markets, Rehabilitation, and Other Tax Credit Programs 939 Chapter 14: Joint Ventures with Universities 1101 Chapter 15: Business Leagues Engaged in Joint Ventures 1171 Chapter 16: Conservation Organizations in Joint Ventures 1199 Chapter 17: International Joint Ventures 1235 Chapter 18: The Exempt Organization as Lender or Ground Lessor 1291 Chapter 19: Debt Restructuring and Asset Protection Issues 1335 Index 1399

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Book SynopsisThis topical book is the first publication that focuses on the impact of the CCCTB project on relations between the European Union and third countries. Although the CCCTB system will only be applicable within the European Union, it will also have wide-ranging impacts for non-resident companies.The book considers the impact of the CCCTB from the perspective of non-EU-based enterprises that are carrying on business in the EU through the operation of branches or subsidiaries in member states. It incorporates the perspectives of leading scholars from all over Europe as well as from third countries such as the United States, and provides in-depth analysis of the key aspects which would affect third countries, such as: withholding taxation, taxation of transparent entities, and transfer of assets to third countries.Corporate Income Taxation in Europe will provide essential insights to academics, practitioners and policymakers in the field of taxation. It will also interest those looking ahead to future tax reforms in the EU, or considering how a similar model may be applied elsewhere.Contributors: K. Andersson, K. Becker, Y. Brauner, J. Englisch, D. Gutmann, C.-A. Helleputte, W. Hellerstein, C. HJI Panayi, C. Kaeser, M.A. Kane, T. Keijzer, E.C.C.M. Kemmeren, R. Lyal, G. Maisto, P. Pistone, R. Seer, D.S. Smit, C. Spengel, J. van de Streek, E. Traversa, D. WeberTable of ContentsContents: Preface 1. Taxation of EU Resident Companies under the Current CCCTB Framework: Descriptive and Critical Approach to Selected ‘Extraterritorial’ Aspects Edoardo Traversa and Charles-Albert Helleputte Commentaries by Krister Andersson and Katharina Becker 2. Taxation of EU-Non-Resident-Companies under the CCCTB System: Analysis and Suggestions for Improvement Eric C.C.M Kemmeren and Daniël S. Smit Commentary by Theo Keijzer 3. The Meaning of ‘Resident Taxpayer’ and ‘Non-Resident Taxpayer’ under the Proposal for a Council Directive on a Common Consolidated Corporate Tax Base (CCCTB) Guglielmo Maisto 4. Withholding Taxation Joachim Englisch Commentary by Dennis Weber and Jan van de Streek 5. CCCTB and Fiscally Transparent Entities: A Third Countries’ Perspective Yariv Brauner Commentary by Christian Kaeser 6. Deductibility of Gifts to Charitable Bodies in Third Countries Roman Seer Commentary by Mitchell A. Kane 7. Transfer of Assets to Third Countries Daniel Gutmann 8. The Limits to Interest Deductibility: An Ad Hoc Anti-abuse Rule in the Proposal for a CCCTB Directive Pasquale Pistone Commentary by Christoph Spengel 9. CFC Rules Within the CCCTB Christiana HJI Panayi Commentaries by Walter Hellerstein and Richard Lyal Index

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Book SynopsisScholarly analysis of corporate law in the United States has come to be dominated by an economic approach. Professor Hill and Professor McDonnell here draw together seminal articles which represent major milestones along the road that economics has traveled in coming to play this central role in corporate law scholarship. The focus is on the analysis of corporate law, drawing mainly upon legal scholarship and particularly on US scholarship, which is the originator of the application of modern economic analysis to corporate law and has had much influence in other countries.Beginning with several of the key works on the economics of the firm which have most heavily influenced legal scholarship, the title explores the central legal role of the board of directors and state competition for corporate charters. It further considers the role of hostile takeovers and board defenses against them and the effectiveness of shareholder suits and other agency mechanisms.31 articles, dating from 1931 to 2006Contributors include: L.A. Bebchuk, A.A. Berle, Jr., B.S. Black, H. Hansmann, R. Kraakman, H. Manne, M.J. Roe, R. Romano, O. WilliamsonTable of ContentsContents: Introduction Claire A. Hill and Brett McDonnell PART I ECONOMICS OF THE FIRM 1. Ronald Coase (1937), ‘The Nature of the Firm’, Economica, 4, 386–405 2. Michael C. Jensen and William H. Meckling (1976), ‘Theory of the Firm: Managerial Behavior, Agency Costs and Ownership Structure’, Journal of Financial Economics, 3 (4), October, 305–60 3. Oliver Williamson (1984), ‘Corporate Governance’, Yale Law Journal, 93 (7), June, 1197–230 PART II THE BOARD AND PURPOSE 4. A.A. Berle, Jr. (1931), ‘Corporate Powers as Powers in Trust’, Harvard Law Review, XLIV (7), May, 1049–74 5. E. Merrick Dodd, Jr. (1932), ‘For Whom are Corporate Managers Trustees?’, Harvard Law Review, XLV (7), May, 1145–63 6. Stephen M. Bainbridge (2003), ‘Director Primacy: The Means and Ends of Corporate Governance’, Northwestern University Law Review, 97 (2), 547–606 7. Margaret M. Blair and Lynn A. Stout (1999), ‘A Team Production Theory of Corporate Law’, Virginia Law Review, 85 (2), March, 247–328 8. Sanjai Bhagat and Bernard Black (1999), ‘The Uncertain Relationship Between Board Composition and Firm Performance’, Business Lawyer, 54 (3), May, 921–63 9. Donald C. Langevoort (2001), ‘The Human Nature of Corporate Boards: Law, Norms, and the Unintended Consequences of Independence and Accountability’, Georgetown Law Journal, 89, 797–832 PART III STATE COMPETITION 10. William L. Cary (1974), ‘Federalism and Corporate Law: Reflections Upon Delaware’, Yale Law Journal, 83 (4), March, 663–705 11. Ralph K. Winter, Jr. (1977), ‘State Law, Shareholder Protection, and the Theory of the Corporation’, Journal of Legal Studies, 6 (2), June, 251–92 12. Roberta Romano (1985), ‘Law as a Product: Some Pieces of the Incorporation Puzzle’, Journal of Law, Economics, and Organization, 1 (2), Fall, 225–83 13. Bernard S. Black (1990), ‘Is Corporate Law Trivial?: A Political and Economic Analysis’, Northwestern University Law Review, 84 (2), 542–97 14. Robert Daines (2001), ‘Does Delaware Law Improve Firm Value?’, Journal of Financial Economics, 62 (3), December, 525–58 15. Ehud Kamar (1998), ‘A Regulatory Competition Theory of Indeterminacy in Corporate Law’, Columbia Law Review, 98 (8), December, 1908–59 16. Mark J. Roe (2003), ‘Delaware’s Competition’, Harvard Law Review, 117 (2), December, 588–646 Volume II An introduction to both volumes by the editors appears in Volume I PART 1 TAKEOVERS AND TAKEOVER DEFENCES 1. Henry G. Manne (1965), ‘Mergers and the Market for Corporate Control’, Journal of Political Economy, 73 (2), April, 110–20 2. Frank H. Easterbrook and Daniel R. Fischel (1981), ‘The Proper Role of a Target’s Management in Responding to a Tender Offer’, Harvard Law Review, 94 (6), April, 1161–204 3. Ronald J. Gilson and Reinier Kraakman (1989), ‘Delaware’s Intermediate Standard for Defensive Tactics: Is There Substance to Proportionality Review?’, Business Lawyer, 44 (2), February, 247–74 4. Jeffrey N. Gordon (1997), ‘”Just Say Never?” Poison Pills, Deadhand Pills, and Shareholder-Adopted Bylaws: An Essay for Warren Buffett’, Cardozo Law Review, 19 (1–2), September–November, 511–52 5. Lucian Arye Bebchuk, John C. Coates IV and Guhan Subramanian (2002), ‘The Powerful Antitakeover Force of Staggered Boards: Theory, Evidence, and Policy’, Stanford Law Review, 54 (5), May, 887–951 PART II SHAREHOLDER SUITS AND OTHER AGENCY MECHANISMS 6. Janet Cooper Alexander (1991), ‘Do the Merits Matter? A Study of Settlements in Securities Class Actions’, Stanford Law Review, 43 (3), February, 497–598 7. Melvin Aron Eisenberg (1993), ‘The Divergence of Standards of Conduct and Standards of Review in Corporate Law’, Fordham Law Review, 62 (3), 437–68 8. Edward B. Rock (1997), ‘Saints and Sinners: How Does Delaware Corporate Law Work?’, UCLA Law Review, 44, 1009–107 9. Bernard Black, Brian Cheffins and Michael Klausner (2006), ‘Outside Director Liability’, Stanford Law Review, 58 (4), February, 1055–159 10. Lucian Arye Bebchuk, Jesse M. Fried and David I. Walker (2002), ‘Managerial Power and Rent Extraction in the Design of Executive Compensation’, University of Chicago Law Review, 69, 751–846 11. John C. Coffee, Jr. (2002), ‘Understanding Enron: “It’s About the Gatekeepers, Stupid”’, Business Lawyer, 57 (4), August, 1403–420 12. Tom Baker and Sean J. Griffith (2006), ‘The Missing Monitor in Corporate Governance: The Directors’ and Officers’ Liability Insurer’, Georgetown Law Journal, 95, 1795–842 PART III OTHER PERSPECTIVES 13. Mark J. Roe (1991), ‘A Political Theory of American Corporate Finance’, Columbia Law Review, 91, 10–67 14. Henry Hansmann and Reinier Kraakman (2001), ‘The End of History for Corporate Law’, Georgetown Law Journal, 89 (2), June, 439–68 15. Henry Hansmann and Reinier Kraakman (2000), ‘The Essential Role of Organizational Law’, Yale Law Journal, 110 (3), December, 387–440 Index

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Book SynopsisCapital markets are a continuous stream of activity and innovation. Constantly evolving and inherently dynamic, they give rise to complex regulatory and policy issues and offer rich material for analysis. Additionally, globalization has incentivized cross-border listings and international flows of capital. Global Capital Markets takes stock of recent trends and events by exploring their legal and regulatory implications across several jurisdictions from around the world. This book provides a critical analysis of current issues including investor activism, the challenges of cross-border regulatory enforcement and recent initiatives to empower shareholders to improve corporate governance. It also surveys longer-term trends such as the development of the nascent capital markets law in China over the last two decades and discusses the emerging issues from the increased use of dual class voting shares. Case studies draw on examples from nations such as the US, Canada, Europe, China, India and New Zealand. Timely and incisive, this book will appeal to students and academics in international corporate and securities law.Contributors incude: A. Anand, Q. Bu, H. Donegan, T. Keeper, Y.-H. Lin, A.B Majumdar, C. Malberti, T. Rodríguez de las Heras Ballell, U. VarottilTable of ContentsContents: Introduction P.M. Vasudev and Susan Watson Part I Investors and the Stock Market 1. Implications of Shareholder Activism Anita Anand 2. Suspension of Chinese Units of ‘Big 4’ Audit Firms: The Question of Moral Turpitude Qingxiu Bu 3. The Proposed Directive on the Encouragement of Long-Term Shareholder Engagement in European Listed Companies: A Critical Appraisal Corrado Malberti Part II Capital Markets Development and the Law 4. Revisiting Corporate Control-Enhancing Mechanisms Yu-Hsin Lin 5. Law and Finance: From ‘Transplantation’ to ‘Better’ Corporate Governance in China Heida Donegan Part II Crowdfunding 6. The Two-Sided Effect of Crowdfunding: The Visible Effect on Capital Markets Regulation and the Unperceived Effect on Company Law Teresa Rodríguez de las Heras Ballell 7. Regulating Equity Crowdfunding in India: Walking a Tightrope Arjya B. Majumdar and Umakanth Varottil 8. A Critical Examination of Crowdfunding within the ‘Long White Cloud’ (New Zealand) Trish Keeper Index

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Book SynopsisThis book's eminent editors and contributing authors provide an accessible and engaging account of the 'new' politics of corporate taxation, highlighting the complex and multidimensional strategies used by activists to influence public opinion, formal regulation and corporate behaviour. While campaigning is successful at exposing tax avoidance, it presents significant governance challenges. As this book reveals, the battle to establish fair and sustainable corporate tax regimes has only just begun.Chapters offer readers a timely assessment of the emerging role of new tax justice NGOs, the media and whistleblowers, as well as new governance strategies and policies targeting multinational corporations. Through the lens of political science, the authors show how civil society organisations shape the agenda of tax practices of the world's largest and most powerful corporations, including examples such as Apple and Google. A detailed evaluation is given of new private governance initiatives in the international tax arena and their relationship with traditional forms of regulation. Looking closely at the wider significance of the debate in contemporary global governance, academics and graduates in the fields of international political economy, global governance, development studies and taxation will find this book a timely and thought-provoking read.Contributors: A. Christians, R. Eccleston, A. Elbra, F. Gale, L. Johnson, A. Kellow, L. Latulippe, J. Mikler, H. Murphy-Gregory, T. Porter, K. Ronit, L. Seabrooke, L. Smith, J. Van Alstine, D. Wigan, R. WoodwardTrade Review'Multinational tax evasion entrenches economic inequality and deepens social divisions. This timely book provides the definitive contribution to understanding the challenges of the current corporate tax debate and presents a roadmap towards global tax reform that strengthens domestic economies, promotes social justice and fosters international economic development.' --Hon. Wayne Swan MP, Former Treasurer and Deputy Prime Minister of AustraliaTable of ContentsContents: Introduction: Business, Civil Society and the Politics of Corporate Tax Justice: Paying their Fair Share? Ainsley Elbra and Richard Eccleston Part I 1. The Evolution of the International Corporate Tax Regime, 1920-2008 Richard Woodward 2. BEPS and the New Politics of Corporate Tax Justice Richard Eccleston 3. Activism and the ‘New’ Politics of tax Justice Ainsley Elbra Part II 4. Tax Justice Activists in Global Wealth Chains Leonard Seabrooke and Duncan Wigan 5. Private Regulatory Approaches and International Tax Policy Aynsley Kellow 6. Large Accounting Firms and Tax Planning in a ‘Fair Tax’ Era Lynn Latulippe 7. Paying a ‘Fair Share’: Multinational Corporations’ Perspectives on Taxation John Mikler and Ainsley Elbra Part III 8. The Role of Private Actors in the International Tax Policy Process: Towards a Conceptual Framework Tony Porter and Karsten Ronit 9. The EITI and Fair Taxation: Exploring the Linkages James Van Alstine and Laura Smith 10. Tax Justice as Social License: The Fair Tax Mark Allison Christians 11. The Legitimacy of Private Standards: Lessons from Fair Trade and Forestry for International Tax Governance Fred Gale and Hannah Murphy-Gregory 12. Whistleblowing and Investigative Journalism: Reputational Damage and the Private Governance of Aggressive Tax Planning Lachlan Johnson Conclusion: Business, Civil Society and the Politics of Corporate Tax Justice: Paying their Fair Share? Richard Eccleston and Ainsley Elbra Index

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Book SynopsisThis book investigates whether the European Commission (EC) has the mandate to legislate on direct taxation in sovereign states and ultimately questions whether the EC's enforcement action in recent tax ruling cases, in the area of State aid, respects the rule of law. Liza Lovdahl Gormsen explores whether the EC's recent rulings in relation to Member States' advanced pricing arrangements reflect a genuine problem of illegal State aid or whether the EC is attempting to use State aid rules to harmonise national tax systems. The author examines this issue through relevant case law, comparing the EC's actions with OECD guidance and US practices, assessing what is legitimate in terms of the EC's actions and competences. Through the lens of State aid and tax rulings, the author addresses the wider constitutional question of how to reconcile national interests with the move towards European harmonisation; does the answer lie in more integration, or less?This book will be of great interest to academics researching the relationship between the EC and Member States in regards to taxation, State aid and authority over direct taxation. Practising lawyers working in the field of State aid and tax will also find this to be a useful resource as it clearly outlines relevant case law and interprets the resulting decisions.Trade Review'A powerful critique of the European Commission's tax State aid investigations. The book is particularly valuable for tax lawyers, by setting the tax State aid cases in the broader context of the Commission's gradual push towards ''creeping competences''.' --Dominic Robertson, Slaughter and May, UK'EU State aid law, formerly of interest mostly to competition lawyers, has, in the last few years, intruded into the world of international taxation, in particular by its effects on multinational group companies through a series of high-profile investigations by the European Commission. In a detailed, forensic analysis, Dr Liza Lovdahl Gormsen has produced an excellent critical examination of this interaction of State aid and taxation. This book is highly recommended, in particular for tax specialists seeking to understand this fast-developing subject.' --Conor Quigley QC, Serle Court, London, UKTable of ContentsContents: Foreword 1. Introduction 2. State Aid Decisions and Open Formal Investigations Concerning the Tax Ruling Practices of Member States 3. Arm’s Length Principle 4. Recovery, Legitimate Expectations and Legal Certainty 5. EU Competences 6. International Practices and the OECD 7. The Way Forward Index

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Book SynopsisCapturing the core challenges faced by the international tax regime, this timely Research Handbook assesses the impacts of these challenges on a range of stakeholders, evaluating various paths to reform at a time when international tax policy is a topic high on politicians’ agendas. Expert international contributors present an array of perspectives and approaches to research in the field, but all consider the necessity of fundamental reforms. The Research Handbook offers a reappraisal of the foundations and core concepts of the international tax regime, highlighting the need to adjust nineteenth and twentieth century solutions to the challenges of the twenty-first century. Chapters look at the challenges of embracing globalization, the interdependence of world economics, the ensuing impossibility of truly unilateral international tax policy, and the need to accommodate the expanding cast of players on the political map. With a variety of paths to reform suggested throughout, this Research Handbook will prove an invigorating read for law scholars working on taxation law as well as practitioners and policy makers seeking ways to improve, or navigate, the current state of affairs with international tax law.Trade Review‘This is an excellent book which includes several thought-provoking analyses. Although the chapters are intended to provide the reader with an “initial reading” necessary for research on the topics, most of these chapters go much further than that. The book explores a wide variety of themes and is not restricted to corporate or tax treaty related ones as are many textbooks on international taxation. This is seen by the reviewer as a strength rather than a weakness—the Research Handbook on International Taxation helps to fill in a gap in the existing literature. Furthermore, the agenda for further research set out in many contributions is likely to prove very useful to those -- exploring and challenging the current state of affairs.’– Christiana HJI Panayi, British Tax Review‘On showcasing thoughtful researchers, the collection is a tour de force. Brauner is a brilliant curator. Chapters were contributed by scholars in the US, Spain, Canada, Israel, Germany, Brazil, Italy, the UK, Australia, Serbia, Austria, and Poland. The list is not quite half women, but it’s not far from it. And although most of the contributors are distinguished senior scholars – leaders in their fields – there are a few emerging voices that showcase the promise of the field. The world of international tax is exploding with new players and new ideas. The stakes are higher than ever. And so is the need for a Handbook. Especially one this good.’ -- Kim Brooks, JOTWELL‘This book constitutes an essential guide for everybody interested in understanding the current challenges the international tax system is facing. Written by leading scholars in the field, it concentrates on key issues in the international tax debate and provides for innovative and well-argued solutions to make the international tax system viable for the 21st century.’ -- Alexander Rust, Vienna University of Economics and Business, Austria‘The book addresses a wide range of important topics that are treated by knowledgeable authors. Anyone who does serious work in the field of international taxation will want to consult this volume.’ -- Cliff Fleming, Brigham Young University, USTable of ContentsContents: Introduction to Research Handbook on International Taxation Yariv Brauner xv PART I FUNDAMENTALS 1 Does customary international tax law exist? 002 Reuven S. Avi-Yonah 2 The origins of the international tax regime 013 Sunita Jogarajan 3 International tax organizations 029 Allison Christians 4 Tax discrimination 044 Elizabeth Adams, Michael Knoll, and Ruth Mason PART II DOCTRINAL BUILDING BLOCKS 5 Taxation of employment 065 Pasquale Pistone 6 Taxation of cross-border services 078 Andr.s B.ez Moreno 7 Transfer pricing 097 Aitor Navarro 8 Article 17 force of attraction 120 Karolina Tetłak PART III KEY DEBATES 9 Competition v. cooperation in international taxation 141 Tsilly Dagan 10 The arm’s length standard: justification, content, and alternative proposals 153 Luis Eduardo Schoueri and Ricardo Andr. Galendi J.nior 11 Can law regulate its own interpretation? Relevance and meaning of articles 31–33 of the vienna convention on the law of treaties (VCLT) and article 3 para. 2 of the model convention of the organisation for economic co-operation and development (OECD MC) for the interpretation of double taxation conventions 174 Michael Lang 12 International tax treaty dispute resolution, the mutual agreement procedure, and the promise of mandatory arbitration for developing countries 191 Yariv Brauner PART IV FEEDBACK SYSTEMS 13 The political science of global tax governance 218 Martin Hearson and Thomas Rixen 14 International taxation and international trade: common objectives, different paths, and inevitable clash 239 Monica Victor and Yariv Brauner 15 International taxation and environmental protection 258 Alice Pirlot 16 Research strategies in comparative taxation 278 Carlo Garbarino PART V THE FUTURE OF INTERNATIONAL TAXATION 17 Multilaterallism in international taxation: it is really the future? 317 Juan Zornoza P.rez 18 General thoughts on illicitly obtained information in tax matters 341 Hugo L.pez L.pez 19 International taxation and migrations 353 Svetislav V. Kostić 20 Taxation of robots 369 Joachim Englisch Index 385

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Book SynopsisEU Tax Disclosure Rules provides a comprehensive, practical guide to the 6th amendment of Council Directive 2011/16/EU on administrative cooperation in the field of taxation (known as DAC6). Florian Haase offers insight and clarity into the mandatory reporting obligations imposed by DAC6 on intermediaries engaged in tax matters involving cross-border activities, and in some cases taxpayers themselves, as well as the characteristics or ‘hallmarks’ outlined in the Directive that trigger these obligations. Key features include: a critical examination of the Directive’s mechanism an overview of the status of implementation in EU Member States a contextual consideration of the legislative environment in which DAC6 operates insights into practical issues that may arise from the viewpoint of intermediaries and relevant taxpayers discussion of potential future developments of the Directive. The detailed coverage of the Directive and its implications contained in this new work will prove invaluable for all tax practitioners advising on EU tax law, including tax advisors, lawyers, mergers and acquisitions advisors, and in-house counsel for banks. It will also be of interest to academics working in tax law, as well as in commercial law and EU law more generally. Trade Review‘Prof. Florian Haase’s book is a terrific and valuable work that offers timely support for dealing with the new DAC6 rules; it represents an incredible effort to summarize the new rules, the most relevant implementation terms that have not yet been clarified in many countries, and how they affect cross-border activities. The examples and clarifications included make it an essential guide for multinational companies, professionals and intermediaries obliged to comply with the challenging tax law landscape.’ -- Maricla Pennesi, European Tax Coordinator, Andersen, ItalyTable of ContentsContents: Preface 1. Introduction to EU rules on tax disclosure 2. Intermediaries and other participants 3. Cross-border arrangements 4. Hallmarks 5. Timelines and triggering events 6. Reporting procedure and exchange of information 7. Miscellaneous 8. Future developments 9. Status of implementation in EU Member States 10. Annex: Relevant provisions of DAC 6 Index

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Book SynopsisThis comprehensive book adopts a nuanced yet straightforward approach to analysing the complex phenomenon of international tax competition. Using the ongoing international efforts of the Organisation for Economic Co-operation and Development (OECD) and the European Union (EU) as a basis for its analysis, it explores the mixed effects of tax competition and offers an effective approach that takes account of the asymmetrical global context.Providing a history of the OECD’s work on tax competition to date, Chidozie George Chukwudumogu argues against conventional efforts to merely restrict international tax competition, putting forward a wide regulatory approach that is more appropriate and considerate of the inequality of the states involved. The author further explains and simplifies complex terms and principles of international tax policy, demystifies common assumptions about tax competition, and identifies commonalities beyond the often polarizing debates on the topic.The Regulation of Tax Competition will be a crucial resource for academics, researchers and students with an interest in international tax law and policy. Policymakers in both international organisations such as the OECD and EU and in national governments will also benefit from awareness of the arguments explored in this book.Trade Review‘This book provides a fresh and innovative look at an "old" yet ever topical question, that of tax competition. Chidozie Chukwudumogu guides the reader with mastery through the different elements and various distinctions of tax competition, and decomposes the approach adopted so far at international and EU level. Employing the concept of fiscal sovereignty, Chukwudumogu convincingly argues for a novel normative regulatory approach to tax competition that would allow for global redistribution.’ -- Katerina Pantazatou, University of Luxembourg, Luxembourg‘We are in an unprecedented era of rapid international tax reform. The previous consensus in international tax design among primarily high-income nations has been critically appraised by scholars and policy makers and found wanting. The OECD and its member countries are forming a new consensus. In this moment, Dr. Chukwudumogu’s book is essential reading. He proposes a new way of framing and promoting effective international tax relations, one that understands tax competition as a regulatory challenge.’ -- Kim Brooks, Dalhousie University, Canada‘Chukwudumogu challenges the dominant tax competition frame. Contending it fails to address the need for global redistribution in an asymmetric world, he advocates a “regulatory” approach that navigates states’ fiscal sovereignty rights and states’ duties to respect other states through cooperation. This work comes at a critical moment in international tax history— as policy frames are being rewritten and new voices and perspectives are taking center stage—and it offers readers a powerful and reasoned path for reconceptualizing the tax struggle among states.’ -- Diane Ring, Boston College Law School, US‘This is an outstanding and timely book. It’s core is the proposal to regulate rather than curb tax competition, which is precisely what the new OECD proposals are about. It should be read by anyone interested in the new international tax regime that is emerging from the current OECD framework.’ -- Reuven Avi-Yonah, University of Michigan, USTable of ContentsContents: Foreword: The Regulation of Tax Competition: Rethinking “Harmful” Tax Competition in a Global Context Preface 1. Introduction 2. The prohibitory approach to tax competition by the OECD, as supported by the EU 3. The effects of tax competition 4. The sovereignty analysis in tax competition 5. The regulation of tax competition: the regulatory approach 6. Final thoughts Bibliography Index

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Book SynopsisThis authoritative book provides a structural, global view of evolving judicial and doctrinal trends in the understanding of beneficial ownership in international taxation. Despite attempts by the OECD to clarify the concept, it remains ambiguous to tax authorities, courts and scholars alike, which has detrimental effects on the functioning of tax treaties. Błażej Kuźniacki presents a route towards an international autonomous meaning of beneficial ownership in international taxation, while also offering a comprehensive explanation of the divergent understandings and tax policy arguments underpinning its continuing ambiguity.Key Features: Guidance towards solving definitional disputes between taxpayers and tax authorities Discussion of ground-breaking judgments in cases on beneficial ownership from various jurisdictions across the world Comprehensive reflection of tax law in action, particularly in respect of outbound investments that trigger transborder payments of dividends, interest and royalties Clear demarcation between appropriate and inappropriate usage of beneficial ownership by authorities and courts when addressing the issue of abuse of tax treaties and EU Directives Beneficial Ownership in International Taxation will be a crucial resource for lawyers specialising in international taxation, tax practitioners and accountants, along with officials at tax authorities and judges hearing cases in this area. It will also be useful for policy makers working on cross-border taxation, and scholars and students researching international tax law.Trade Review‘Beneficial ownership has been one of the most controversial terms in international tax law since it was first used in tax treaties. Professor Kuźniacki explores in detail the origins of the controversy, the reasons for it and how it has unfolded through the years in international organizations (i.e. OECD, UN) and in different judicial decisions. The outcome is a great book on beneficial ownership, with a detailed, enlightening and thought provoking discussion that is no doubt a reference for those interested in the evolution of this concept.’ -- Adolfo Martín Jiménez, University of Cádiz Law School, Spain‘There has been a need for some time for a book that provided a thorough analysis of the historical origins, changes in interpretation, and application in practice of the “beneficial ownership” concept. Professor Błażej Kuźniacki has now completely satisfied that need with a comprehensive and illuminating discussion of the BO concept. This book traces the lack of clarity over the concept from its first appearance in tax treaties through to the latest case law and its inter-relationship to post-BEPS anti-avoidance measures. Aside from its full analysis, the book adds an appendix analysing several of the leading cases on the topic. How amazing, though, that just two words in tax treaties can spawn an academic work of over 400 pages! This book should sit on the bookshelf alongside Arvid Skaar’s magnum opus on “permanent establishment”, where two words generated a work of over 900 pages.’ -- Philip Baker QC, Gray’s Inn and Oxford University, UK‘In his book on Beneficial Ownership in International Taxation Professor Kuźniacki provides for a comprehensive, profound and thought-provoking analysis of beneficial ownership as the theme has developed in the past 80 years. His work is thorough and detailed and a must-read for practitioners and academics working in international taxation.’ -- Stef van Weeghel, University of Amsterdam, the Netherlands‘This is a terrific and eminently useful volume. Like “arm's-length” and “direct or indirect,” “beneficial ownership” is one of those tax terms that bristles with ambiguity. Professor Kuźniacki has meticulously researched and analyzed the beneficial ownership “conundrum,” thereby making a major contribution to the international tax field.’ -- H. David Rosenbloom, New York University School of Law, USTable of ContentsContents: Preface 1. Introduction to Beneficial Ownership in International Taxation 2. Canons of interpretation relevant to the concept of beneficial ownership 3. The origin and evolution of the concept of BO in international tax law 4. General themes in tax jurisprudence on the concept of BO 5. International case law 6. EU case law 7. Current and future issues facing the concept of beneficial ownership Index

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Book SynopsisArbitration has been promoted as the future of tax dispute resolution in recent years in line with the increase in complexity of international tax law. This authoritative book presents existing legal rules on the matter, provides a review of the arguments in favour of tax arbitration, discusses the practical and legal challenges for its wide-spread adoption and compatibility with existing domestic and international norms. It also answers key questions for the practical implementation of a modern tax arbitration system.Key Features: Comprehensive analysis of the existing tax treaty framework and their application to MAP and arbitration Up-to-date guidance on the best practices in alternative dispute resolution to ensure effective and efficient dispute resolution Original insights from dispute resolution mechanisms found in non-tax areas such as trade and investment law In-depth discussion of primary and secondary EU law rules on tax dispute resolution, including implications of EU general principles, fundamental rights and internal market rules Identifying some of the new issues in tax arbitration and offering views on how to tackle them in the most appropriate way, this book will be a key resource for tax law practitioners looking for the latest insights on how to navigate the legal framework for alternative tax dispute resolution. Students and academics focusing on commercial and tax law will also benefit from this detailed guide.Table of ContentsContents: Preface xii 1 The future of international tax dispute resolution post-BEPS and MLI 1 Daniel Gutmann 2 What disputes does a MAP resolve? 17 Katerina Pantazatou 3 Post-BEPS arbitration: last best offer versus reasoned opinion 41 Alexia Kardachaki and Sjoerd Douma 4 Best practices for competent authorities to ensure effective and efficient arbitration 68 Laura Turcan 5 The EU Dispute Resolution Directive 103 Georg Kofler and Alexander Rust 6 Tax arbitration and the EU treaties 130 Werner Haslehner 7 Taxpayers and their rights in alternative tax dispute resolution 151 Katerina Perrou 8 Enforcement and judicial control of arbitration decisions 171 Paloma Schwarz 9 Alternative dispute resolution through mediation 188 Peter Nias 10 Relation between dispute resolution under double taxation conventions and investment treaties 215 Robert J. Danon 11 The independence and impartiality of arbitrators 236 Arno E. Gildemeister 12 Lessons from investment treaty arbitration 255 Javier García Olmedo 13 Reflections on dispute resolution under GATT and the WTO and double tax treaty disputes 283 Timothy Lyons Index

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Book SynopsisEncapsulating the multitude of challenges faced by the international corporate tax regime, this timely Research Handbook provides an in-depth comparative legal analysis of corporate income tax as it is practiced across the world.Beginning with four foundational chapters exploring the purpose and history of corporate tax, the Handbook goes on to provide a synthesis of the key issues in corporate taxation within the US regime, addressing some of the cutting-edge normative issues in designing a corporate tax. It then proceeds to set this against the experience in the EU and eleven other countries including the UK, Canada, China, Japan, India, Brazil and New Zealand. A further section on corporate tax planning includes careful analysis of such issues as corporate tax shelters, economic substance, social responsibility and governance, before final, horizon-scanning chapters consider the future of corporate tax and whether a new form of corporate tax might be possible.With a variety of paths to reform proposed throughout, this Research Handbook will prove an invigorating read for tax scholars working on taxation and tax law as well as for tax practitioners and those in fiscal policy seeking ways to improve, or navigate, the current state of affairs in international corporate tax law.Trade Review‘At a time when countries are undertaking an unprecedented project to shore up corporate taxation, this essential resource takes a step back, exploring both the theory and practice of corporate taxation. In it, leading academics from around the world delve into the history and policy justifications for corporate tax, the impact of corporate taxation, the use of corporations to shelter income and avoid tax, and detailed studies of corporate taxes in a dozen different countries.’ -- Ruth Mason, University of Virginia School of Law, US‘At a time when countries are undertaking an unprecedented project to shore up corporate taxation, this essential resource takes a step back, exploring both the theory and practice of corporate taxation. In it, leading academics from around the world delve into the history and policy justifications for corporate tax, the impact of corporate taxation, the use of corporations to shelter income and avoid tax, and detailed studies of corporate taxes in a dozen different countries.’ -- Ruth Mason, University of Virginia School of Law, US‘Reuven Avi-Yonah brought together leading scholars from all over the world to contribute to this Research Handbook. This book provides for a highly interesting analysis of US corporate taxation as well as about the corporate tax systems of 12 other jurisdictions, including the EU. A Must for every internationally oriented scholar and practitioner!’ -- Michael Lang, Vienna University of Economics and Business, AustriaTable of ContentsContents: PART I FOUNDATIONS 1 Introduction to the Research Handbook on Corporate Taxation 2 Reuven S. Avi-Yonah 2 Why tax corporations? 4 Yariv Brauner 3 The history of the corporate tax 22 Steven Bank 4 The incidence of the corporate tax 38 Eric Toder PART II CORPORATE OPERATIONS 5 Corporate/shareholder tax integration 57 George K. Yin 6 Tax aspects of incorporations 72 Gregg Polsky 7 Tax aspects of corporate mergers and acquisitions 83 Heather Field 8 International aspects of US corporate taxation 112 J. Clifton Fleming, Jr. PART III COMPARATIVE CORPORATE TAXATION 9 Corporate taxation in the EU 130 Christiana HJI Panayi 10 Corporate taxation in the UK 151 Michael McGowan 11 Corporate taxation in Germany 169 Joachim Englisch 12 Corporate taxation in France 195 Marilyne Sadowsky 13 Corporate taxation in Italy 209 Carlo Garbarino 14 Corporate taxation in Canada 226 Scott Wilkie 15 Corporate taxation in Turkey 252 Funda Başaran Yavaşlar 16 Corporate taxation in New Zealand 273 Craig Elliffe 17 Corporate taxation in Japan 290 Yoshihiro Masui 18 Corporate taxation in China 304 Wei Cui 19 Corporate taxation in India 321 Arvind P. Datar 20 Corporate taxation in Brazil 331 Luís Eduardo Schoueri and Guilherme Galdino PART IV CORPORATE TAX PLANNING 21 Corporate tax shelters 350 Joshua Blank and Ari Glogower 22 Economic substance 369 Amandeep S. Grewal 23 Corporate tax and corporate social responsibility 379 Peter Barnes 24 Executive compensation and corporate governance 394 Michael Doran PART V CONCLUSION 25 The future of the corporate tax 412 Daniel Shaviro 26 A new corporate tax? 437 Reuven S. Avi-Yonah Bibliography 447 Index

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Book SynopsisThis book is a practical guide to the very practical subject of Tax Due Diligence. It aims to show that tax due diligence is not a commodity by leading the reader through the tax due diligence process and explaining at each stage how to extract the maximum value from tax due diligence.Covering a wide range of transaction scenarios, the book deals with every aspect of tax due diligence, including:What is tax due diligence and what it is not.The different circumstances in which tax due diligence is required and the implications of each.Planning tax due diligence.Managing the tax due diligence process.Obtaining and analysing information.How best to address issues identified by tax due diligence.Making the most of limited information.Tax due diligence in asset deals.This book is aimed at anyone in industry or practice who is commissioning or planning a tax due diligence exercise or who is responsible for its performance.Table of Contents Table of contents. iii Tables of authorities. xi Acts of Parliament xi Regulations. xiv Rules and Codes. xiv OECD model conventions. xv Cases xv 1. Introduction.. 1 1.1. Introduction.. 1 1.2. What is tax due diligence – a definition.. 1 2. The Principal Types of Due Diligence. 5 2.1. Pre-acquisition or buy-side tax due diligence. 5 2.1.1. Whether to do the deal in its entirety or even at all?. 6 2.1.2. How to do the deal? Implications for the acquisition structure. 7 2.1.3. At what price? Implications for value, price and purchase consideration 7 2.1.4. On what terms? Implications for the contract 10 2.1.5. What are the implications for managing the target’s tax affairs post-acquisition? Implications for future management of the target’s tax affairs. 10 2.2. Vendor or sell-side tax due diligence. 10 2.2.1. Vendor assistance reports. 15 2.2.2. Exit readiness. 15 2.3. Long form due diligence. 19 2.3.1. When is long form due diligence commissioned.. 19 2.3.2. Main Market of the London Stock Exchange. 20 2.3.3. The Alternative Investment Market (‘AIM’) of the London Stock Exchange 21 2.3.4. Long form tax due diligence. 22 2.4. ‘Twin track’ exits. 24 2.5. Buy-side tax due diligence where the seller provides a vendor tax due diligence report 25 3. The Tax Due Diligence Process. 27 3.1. Instruction.. 27 3.2. Scope. 28 3.3. Fieldwork. 28 3.4. Reporting tax due diligence findings. 30 3.5. Review of the contract for the sale/purchase of the target 30 3.6. Timing. 30 4. Defining the Scope of a Tax Due Diligence Review... 31 4.1. Introduction.. 31 4.2. Defining scope. 32 4.2.1. Type of due diligence. 32 4.2.2. Value. 32 4.2.3. The existence and extent of reliable tax warranties and indemnities. 34 4.2.4. The existence and extent of any vendor due diligence or vendor assistance report provided by the seller 35 4.2.5. The existence and extent of any tax losses or other tax assets within the target company or group 36 4.2.6. Audit file review... 36 4.2.7. Materiality. 37 4.2.8. Jurisdictions to be included within scope. 38 4.2.9. Legal entities to be included within scope. 38 4.2.10. Tiered approach.. 39 4.2.11. Taxes to be included.. 43 4.2.12. The period(s) to be reviewed.. 43 4.2.13. How much tax due diligence will actually be possible?. 44 4.3. A Generic/Proforma Scope for a Full Scope Tax Due Diligence Review... 44 4.3.1. Pre-acquisition or buy-side tax due diligence. 44 4.3.2. Vendor or sell-side tax due diligence. 46 4.4. A Generic/Proforma Information Request for a Tax Due Diligence Review 48 4.4.1. Pre-acquisition or buy-side tax due diligence. 48 4.4.2. Vendor or sell-side tax due diligence. 49 4.5. A Generic/Proforma Scope/Information Request for a Limited Scope Tax Due Diligence Review 50 4.5.1. Corporate income tax. 50 4.5.2. Employment taxes and Value Added Tax/sales tax. 50 4.5.3. Tax in accounts. 50 4.6. A Generic/Proforma Information Request for a Stamp Taxes Due Diligence Review 51 4.6.1. General 51 4.6.2. Stamp Duty/SDLT on UK real estate. 51 4.6.3. SDRT/Stamp Duty on securities. 52 4.6.4. Other property. 52 4.6.5. Partnerships. 52 4.6.6. Sundry. 52 5. Publicly Available Information.. 53 5.1. UK.. 54 5.2. Australia. 58 5.3. Austria. 58 5.4. Belgium... 59 5.5. China. 59 5.6. Czech Republic. 59 5.7. Denmark. 59 5.8. Finland.. 60 5.9. France. 60 5.10. Germany. 60 5.11. Greece. 61 5.12. Hong Kong. 61 5.13. Hungary. 61 5.14. India. 62 5.15. Ireland.. 62 5.16. Italy. 63 5.17. Japan.. 63 5.18. Luxembourg. 64 5.19. Mexico. 64 5.20. Netherlands. 64 5.21. Norway. 65 5.22. Poland.. 65 5.23. Portugal 66 5.24. Russia. 66 5.25. Slovak Republic. 66 5.26. Spain.. 66 5.27. Sweden.. 67 5.28. Turkey. 67 5.29. United States. 67 6. Reporting Tax Due Diligence Findings. 69 6.1. Reporting language. 69 6.2. Classification of tax risks. 70 6.2.1. Certain exposures. 71 6.2.2. High risk. 71 6.2.3. Medium risk. 71 6.2.4. Low risk. 72 6.3. Reporting emphasis for each type of due diligence. 72 6.3.1. Pre-acquisition or buy-side tax due diligence. 72 6.3.2. Vendor or sell-side tax due diligence. 73 6.3.3. Long form tax due diligence. 75 7. Buy-side Tax Due Diligence where the Seller Provides a Vendor Tax Due Diligence Report 77 7.1. Review of the scope, independence and quality of the vendor tax due diligence report to identify any limitations or restrictions which detract from its quality and which may need to be supplemented by additional pre-acquisition tax due diligence. 77 7.2. Review of the vendor tax due diligence report to identify any differences of opinion 78 7.3. Explanation of how the issues and exposures identified in the vendor tax due diligence report might affect a specific purchaser and recommendations as to how that purchaser should address them in the context of the transaction 79 7.4. Request for further information.. 79 7.5. Interrogation of the advisers who prepared the vendor tax due diligence report (the ‘bidder meeting’) 80 7.6. Format of report to a potential purchaser on a vendor tax due diligence report 81 8. Tax Due Diligence: Implications for the Contract.. 87 8.1. Is a review of the contract part of tax due diligence?. 87 8.1.1. Pre-acquisition or buy-side tax due diligence. 87 8.1.2. Vendor or sell-side tax due diligence. 88 8.2. Brief outline of the key contract provisions relevant to tax due diligence. 89 8.2.1. Tax warranties. 89 8.2.2. The tax indemnity. 91 8.3. What should such contract review comprise?. 98 8.3.1. The scope of the contract review by the tax due diligence provider. 98 8.3.2. Review of the tax indemnity or covenant by the tax due diligence provider 100 8.3.3. Review of the tax warranties by the tax due diligence provider. 112 8.3.4. Tax assets (losses and other reliefs) 113 8.3.5. Reviewing the contract in auctions and contract races. 114 8.4. Assignability of the benefit of tax warranties and indemnities. 115 8.5. Extending and supporting tax due diligence with warranties. 116 8.6. Limitations on claims under tax indemnities and warranties. 117 8.6.1. Exclusions or carve-out clause of the tax indemnity. 118 8.6.2. Matters disclosed by the seller to the purchaser via the formal process of disclosure 118 8.6.3. Time limits for making tax claims. 118 8.6.4. Financial limits on tax claims. 119 8.6.5. Limitation of warranties by awareness or knowledge. 120 8.7. Tax disclosures. 121 8.7.1. The disclosure process. 121 8.7.2. Reviewing disclosures. 122 8.7.3. Voluminous or late disclosure. 122 8.7.4. Limiting disclosure. 123 8.7.5. Forcing disclosure. 123 8.7.6. Attempts to disclose against tax indemnities. 124 8.8. Other contractual means of addressing tax risks identified by due diligence 124 8.8.1. Retentions, withholdings and escrow... 125 8.8.2. Warranty and indemnity insurance. 126 8.9. What tax risks are suitable for contractual protection?. 126 8.10. Purchase price adjustments: completion accounts versus ‘locked box’ balance sheet 127 8.11. Standard tax warranties which are generally included in a typical UK contract for the sale/purchase of the shares of a target company or group.. 127 8.11.1. General 128 8.11.2. Tax in the accounts. 128 8.11.3. Compliance. 128 8.11.4. Concessionary or informal tax treatments. 130 8.11.5. Deductions and withholdings of tax. 131 8.11.6. Tax planning. 131 8.11.7. Residence and foreign tax matters. 132 8.11.8. Secondary liabilities. 132 8.11.9. Distributions. 133 8.11.10. Close companies. 133 8.11.11. Loan relationships. 133 8.11.12. Capital gains. 134 8.11.13. Tax groupings etc. 134 8.11.14. De-grouping charges. 135 8.11.15. Transfer pricing and transactions not at arm’s length etc. 135 8.11.16. Appropriations to or from stock. 136 8.11.17. Depreciatory transactions. 136 8.11.18. Value shifting. 136 8.11.19. Tax depreciation (capital allowances and intangible assets) 136 8.11.20. Reorganisations, reconstructions, changes of ownership, changes to trades or businesses etc. 137 8.11.21. Period between the date of a defined set of financial statements and completion 137 8.11.22. Employment taxes. 138 8.11.23. Bonus, share and option schemes. 138 8.11.24. Value Added Tax. 139 8.11.25. Customs duty. 141 8.11.26. Stamp taxes and transfer taxes. 141 8.11.27. Inheritance tax. 141 8.11.28. Other. 142 9. Dealing with Specific Risk Areas. 143 9.1. Tax losses and other assets. 143 9.1.1. Tax losses. 143 9.1.2. Tax written down value of expenditure qualifying for capital allowances (i.e. tax depreciation) in future periods 144 9.2. De-grouping charges. 146 9.2.1. The basis of the UK de-grouping charge. 146 9.2.2. De-grouping charges in the context of tax due diligence. 147 9.3. Substantial Shareholdings Exemption (‘SSE’) 150 9.3.1. The exemption.. 150 9.3.2. The key conditions which must be satisfied for the SSE to apply. 150 9.3.3. The SSE in the context of tax due diligence. 153 9.4. Roll-over and hold-over of chargeable gains into replacement business assets 159 9.4.1. Roll-over and hold-over of chargeable gains into replacement business assets in the context of tax due diligence 161 9.5. Transfer pricing. 162 9.5.1. Generally. 162 9.5.2. Transfer pricing in the context of tax due diligence. 164 9.5.3. Private equity investments. 171 9.6. Permanent establishments (‘PEs’) 172 9.6.1. PEs in the context of tax due diligence. 173 9.6.2. The existence of a PE.. 174 9.6.3. Attributable profits. 174 9.7. Tax residence. 175 9.7.1. The position in the UK.. 176 9.7.2. UK tax residence in the context of tax due diligence. 178 9.8. Special pension contributions. 181 9.8.1. Special pension contributions in the context of tax due diligence. 182 9.9. Tax treatment of self-employed consultants. 183 9.10. Employee share/security ownership.. 184 9.11. VAT treatment of a target’s historical transaction costs. 187 9.12. Tax planning arrangements disclosable under Part 7 Finance Act 2004 and the Tax Avoidance Schemes (Prescribed Descriptions of Arrangements) Regulations 2006 (SI 2006/1543) 188 9.12.1. The seven hallmarks of notifiable tax planning arrangements. 189 9.12.2. Disclosable tax planning arrangements in the context of tax due diligence 192 9.13. The general tax control environment of the target company or group..... 193 9.14. Completion accounts versus ‘locked box’ balance sheets to determine purchase price 194 9.14.1. Purchase price adjustments based on completion accounts. 194 9.14.2. ‘Locked box’ price determination.. 196 9.15. Money laundering and proceeds of crime. 202 9.16. Stamp taxes. 203 9.16.1. Background.. 203 9.16.2. Stamp Duty. 203 9.16.3. Stamp Duty Reserve Tax (‘SDRT’) 205 9.16.4. Interaction of Stamp Duty and Stamp Duty Reserve Tax. 206 9.16.5. Stamp Duty Land Tax (‘SDLT’) 207 9.16.6. Stamp taxes in the context of tax due diligence. 210 10. Tax Due Diligence in Asset Acquisitions. 213 10.1. Pre-acquisition tax matters with regard to business assets which can affect the post-acquisition tax position of a third party purchaser of those assets: UK.. 213 10.1.1. The seller’s practices, processes and procedures in relation to tax compliance 213 10.1.2. Tax treatment of the assets acquired in the hands of the purchaser... 214 10.1.3. VAT: Transfer of a going concern (‘TOGC’) 219 10.1.4. VAT: Options to subject land and buildings to tax. 221 10.1.5. VAT: Capital Goods Scheme (‘CGS’) 221 10.1.6. VAT: Transfer of assets into a VAT group ‒ anti-avoidance provisions 222 10.1.7. PAYE liabilities: income tax and National Insurance contributions (‘NIC’) 223 10.1.8. Stamp taxes. 224 10.1.9. Tax warranties and indemnities in relation to an asset acquisition... 225 10.1.10. UK asset acquisition information request list 225 10.2. Does a third party purchaser of business assets (rather than shares of a company) assume any tax liabilities of the business in which the assets were formerly employed by the previous owner (jurisdictions outside the UK)? 226 11. Disclosure of Due Diligence Reports to the Tax Authorities 231 11.1. UK.. 231 11.2. Jurisdictions outside the UK.. 232 12. The UK Tax Treatment of the Costs of Due Diligence...... 235 12.1. Corporation tax. 235 12.1.1. Expenses of management of a company with investment business.. 235 12.1.2. Costs of obtaining loan finance. 236 12.1.3. Due diligence costs incurred in relation to the acquisition of certain assets qualifying for specific tax relief 237 12.1.4. Due diligence costs which do not qualify for tax relief on any of the above bases 238 12.1.5. Vendor or sell-side due diligence. 238 12.2. VAT.. 238 12.2.1. Share purchases. 238 12.2.2. Asset deals. 240 Acknowledgements. 243

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Book SynopsisThe main aim of this work is to provide comprehensive analysis of the Employment Related Securities (ERS) legislation at ITEPA 2003, Part 7, drawing on the legislation itself, HMRC guidance and the author's own thoughts and experience. The focus is on unlisted companies though the commentary is relevant to awards of ERS and ERS options in general. Chapters 2 to 4 of Part 7 are principally anti-avoidance legislation applying to: Restricted or convertible securities Securities acquired for less than market value Securities disposed of for more than their market value Post-acquisition benefits connected with securities Chapter 5 of Part 7 concerns ERS options, while the rest of Part 7 mostly contains the detailed rules relating to awards of shares and share options under the tax-advantaged employee share schemes: SIPs, SAYE options, CSOP and EMI. A chapter of this work is devoted to each chapter of Part 7, again with the emphasis on unlisted companies where for example the restricted securities rules at Chapter 2 are highly relevant. Of the tax-advantaged share schemes, EMI (Enterprise Management Incentives) in Chapter 5, is mainly used by unlisted companies due to the financial and other limits applicable. Major coverage is therefore given to those chapters of Part 7. However, this work would not be complete without also analysing other tax legislation relevant to ERS and ERS options in general, including: ERS as general earnings for income tax purposes The capital gains rules relevant to ERS and ERS options The corporation tax deduction for acquisitions of ERS PAYE and NICs aspects Additional chapters of this work therefore cover those areas in some detail. A review of the decisions of the tax tribunals and courts concerning arrangements or 'schemes', aimed at avoidance of income tax and NICs involving ERS, also seems on-topic and merits a chapter of its own. Part 7 is in parts complex and confusing legislation, but some understanding of which is essential for professionals advising companies of any size. The detailed commentary in this work aims to provide its target audience with as complete a guide as possible to both the technicalities and the practicalities involved in both the interpretation and the application of the ERS rules.

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Book SynopsisThe Tax Schedule explains the underlying rationale of the key provisions of the tax schedule, and provides updated model long-form and short-form warranties and tax indemnities. The purpose of the book is to explain and simplify issues for tax advisors involved in transactions of buying and selling companies and business, enabling negotiations between tax advisors to keep sight of the commercial reality of the transaction (a sale by a willing seller to a willing buyer). The purpose of the tax schedule is to determine where responsibilities and risks will lie following the completion of the transaction, as well as to re-examine a number of so-called 'market practices'. The intended readership of the book is tax lawyers, tax accountants, corporate lawyers, corporate advisors and finance directors who are involved in the process of the sale of a company.

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Book SynopsisA practical guide to all aspects of direct taxation of small businesses in one volume. It is ideal for sole practitioners and small partnerships, but will be a handy reference guide for all tax advisers. This book aims to give a clear explanation of the relevant legislation along with practical advice.

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Book SynopsisThe Tax Schedule explains the underlying rationale of the key provisions of the tax schedule, and provides updated model long-form and short-form warranties and tax indemnities. The purpose of the book is to explain and simplify issues for tax advisors involved in transactions of buying and selling companies and business, enabling negotiations between tax advisors to keep sight of the commercial reality of the transaction (a sale by a willing seller to a willing buyer). The purpose of the tax schedule is to determine where responsibilities and risks will lie following the completion of the transaction, as well as to re-examine a number of so-called 'market practices'. The intended readership of the book is tax lawyers, tax accountants, corporate lawyers, corporate advisors and finance directors who are involved in the process of the sale of a company. Since the last edition, the UK has left the European Union (with little implications so far for tax schedules) and there have been two cases relating to the tax deed, relating tax warranties (Nobahar-Cookson & ors v The Hut Group Ltd [2016] EWCA Civ 128 and Tesco UK Limited v Aircom Jersey 4 Limited and Aircom Global Operations Limited) and decided by the court of appeal, no less.Table of ContentsPreface to the fourth editionPreface to the first editionAcknowledgementsOnline resourcesTable of authoritiesGlossary1 THE TRANSACTIONAL PROCESS1.1 Background issues1.2 Pre-completion clearances1.3 Post-completion clearances1.4 Transactions and clearances with EU dimension1.5 Employee share scheme matters1.6 Buyer's issues1.7 Seller's issues1.8 Negotiating the tax schedule1.9 Completion issues1.10 Post-completion matters2 DUE DILIGENCE2.1 Overview2.2 The buyer's tax due diligence report2.3 The seller's tax due diligence report2.4 The disclosure process2.5 Measuring the risk2.6 Due diligence in the purchase of a business2.7 Tax due diligence in the purchase of a company3 WARRANTIES3.1 Overview3.2 Warranties in due diligence3.3 Disclosures against tax warranties62F3.4 Accounts, tax computations and payments3.5 Administration and tax compliance3.6 Advance corporation tax (ACT)3.7 Anti-avoidance3.8 Associated companies3.9 Capital allowances3.10 Chargeable gains3.11 Clearances3.12 Close companies3.13 The construction industry scheme (CIS)3.14 Controlled foreign companies (CFC)3.15 Corporation tax3.16 Deferred tax3.17 Demergers and exempt distributions3.18 Disclosure of tax avoidance schemes (DOTAS)106F3.19 Distributions and dividends3.20 Dormant companies3.21 Employment-related tax issues3.22 Group issues3.23 Inheritance tax3.24 Insolvency issues3.25 Intellectual property3.26 Land and property issues3.27 Loan relationships3.28 National insurance contributions (NICs)3.29 PAYE3.30 Penalties regime3.31 Research and development (R&D)3.32 Residency issues3.33 Secondary tax liabilities3.34 Self-assessment3.35 Stamp taxes3.36 Transfer pricing and non-arm's length transactions3.37 Value added tax and Customs & Excise3.38 Value shifting205F and depreciatory transactions206F4 SALE AND PURCHASE OF A COMPANY4.1 Background issues4.2 Issues for the buyer4.3 Taxation issues for the seller4.4 Dealing with target's pre-completion debts4.5 Accounts and completion accounts4.6 Structuring the consideration5 SALE AND PURCHASE OF A BUSINESS5.1 General overview5.2 Commercial considerations5.3 Due diligence5.4 Tax issues5.5 VAT and transfers as a going concern (TOGC)6 SPECIAL SITUATIONS6.1 Insolvencies and administrations6.2 The locked box mechanism6.3 Public listings and offerings6.4 Partnerships7 SHARE SCHEME ISSUES7.1 Overview7.2 Corporation tax relief – an important negotiating issue7.3 Tax issues arising in respect of share incentive schemes7.4 Roll-over options7.5 Takeover code issues7.6 Administrative and reporting requirements for HMRC-approved schemes7.7 Partly paid shares7.8 Disguised remuneration rules7.9 Employee shareholders and ESS8 VENTURE CAPITAL SCHEMES8.1 The Enterprise investment scheme8.2 Seed enterprise investment scheme8.3 Venture capital trusts8.4 Social investment tax relief8.5 Corporate venturing scheme (CVS)9 GROUP ISSUES9.1 Chargeable gains groups9.2 Corporation tax groups9.3 Group payment arrangements9.4 Intangible assets9.5 Loan relationships9.6 Stamp duty9.7 Stamp duty land tax (SDLT)9.8 Substantial shareholdings9.9 VAT groups10 THE TAX SCHEDULE IN THE SALE AND PURCHASE OF A COMPANY10.1 Background issues10.2 Drafting principles10.3 Short form or long form tax schedule?10.4 Tax liabilities10.5 An accounts deal10.6 A completion accounts deal10.7 The seller's indemnity10.8 Limitations10.9 De minimis and maximum caps10.10 Third party recovery10.11 Overprovisions10.12 Reliefs and savings10.13 Mitigation and/or shared pre-completion tax reliefs10.14 Buyer's indemnity10.15 Conduct provisions10.16 Gross-up and withholdings10.17 Zim PropertiesAPPENDIX 1. LONG FORM TAX SCHEDULEAPPENDIX 2. SHORT FORM TAX SCHEDULEAPPENDIX 3. LONG FORM TAX WARRANTIES FOR THE SALE OF A COMPANYAPPENDIX 4. TAX WARRANTIES FOR THE SALE OF A BUSINESSAPPENDIX 5. HMRC INFORMATION & INSPECTION POWERSAPPENDIX 6. TIME LIMITS FOR ASSESSMENTS & CLAIMS AND RELATED MATTERSAPPENDIX 7. HMRC CLEARANCESAPPENDIX 8. OVERVIEW OF HMRC APPROVED EMPLOYEE INCENTIVE SCHEMES8.1. Approved Share Incentive Plans ("SIPs")8.2. Schedule 4 Company Share Option Plans ("CSOPs")8.3. Enterprise Management Incentives (EMIs)8.4. Schedule 3 SAYE Option SchemesAPPENDIX 9. EIS OVERVIEW CHECKLISTAPPENDIX 10. SEIS OVERVIEW CHECKLISTAPPENDIX 11. VCT CHECKLISTAPPENDIX 12. PENALTIES AND ERRORSAPPENDIX 13. DOTAS LEGISLATIONAPPENDIX 14. COMPANIES ACT 2006 – PART 28, CHAPTER 3APPENDIX 15. THE TAKEOVER CODE RULE 15INDEX

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Book SynopsisFor good business reasons corporate management may conclude that the existing corporate structure should be changed.The changes may require moving assets, liabilities and ownership among of commonly controlled corporations.From the investors point of view, the corporate division may reduce risk by shielding assets from certain liabilities. Moreover, the shareholders will be able to diversify their investment as the stock of the new corporation is distributed to the shareholders of the transferring corporation. Under the general rules of income taxation, moving assets from one corporation to another may trigger taxable gain to the corporation and the shareholders.However, the Internal Revenue Code contains exceptions that allow the separation to be accomplished without taxable income to the corporation and its shareholders. But specified conditions must be satisfied for to achieve this tax abatement. When the conditions are satisfied, the shareholder is permitted to extract value from the corporation and neither the shareholder or the corporations are required to recognizing income.This book will describe the various legal forms used to divide the corporation and the conditions that must be satisfied to avoid taxable income for the corporations and their shareholders. The book is intended to be useful as a supplement to be used in an advanced corporate tax class, as well as a professional guide.

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Book SynopsisDieses kleine Buch liefert historisch belegte Fakten ungewöhnlicher Maßnahmen und raffinierter Ideen aus der langen Leidensgeschichte der Steuern und Abgaben, die Schlaglichter auch auf heutige Eigenwilligkeiten und empfundene Absurditäten der Steuergesetzgebung werfen. Die kurzen, leicht lesbaren Texte und ihr unterhaltsamer Charakter eignen sich perfekt, um sie als kleine Geschichten im Büro, in Reden oder in persönlichen Gesprächen aufzugreifen. Die übersichtliche, alphabetisch sortierte und mit vielen Illustrationen angereicherte Darstellung garantiert auch in der 3., durchgesehenen Auflage eine informative und unterhaltsame Lektüre. In der sonst oft trockenen Welt der Steuertexte ist das Werk eine erfrischende Abwechslung und ein wunderbares, handliches Geschenk für alle, die sich beruflich mit Steuern beschäftigen, sowie für alle, die sie mehr oder weniger freudig zu entrichten haben.Table of ContentsBartsteuer.- Fenstersteuer.- Galgensteuer.- Kreuzzugssteuer.- Mordsteuer.- Nachtigallensteuer.- Zehnt u.v.m. [Auszug].

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Book SynopsisLohnsteuerhilfevereine bedürfen für ihre Tätigkeit der Anerkennung nach dem StBerG und sind zur begrenzten Hilfe in Steuersachen befugt. Seit Anfang der 1960er Jahre sind die Vereine wichtige Anlaufstellen für steuerrechtliche Fragen der Arbeitnehmer und Rentner. Mit Kommentierung der steuerberatungsrechtlichen Vorschriften sowie Fallbeispielen und Mustervorlagen bietet sich hier ein Werk, das in keiner Beratungsstelle als praxisnaher Ratgeber fehlen darf.Die vollständig aktualisierte 4. Auflage berücksichtigt neue Entwicklungen in der Gesetzgebung, insbesondere zur Beratungsbefugnis, im Bereich der Digitalisierung sowie in Bezug auf die Pflichten nach dem Geldwäschegesetz.Table of ContentsEinführung.- Beratungsbefugnis der Lohnsteuerhilfevereine.- Werberecht der Lohnsteuerhilfevereine.- Lohnsteuerhilfevereine als Selbsthilfeeinrichtung von Arbeitnehmern.- Anerkennung der Lohnsteuerhilfevereine durch die Aufsichtsbehörden.- Rücknahme und Widerruf der Anerkennung.- Geschäftsprüfung der Lohnsteuerhilfevereine.- Durchführung der Hilfeleistung in Steuersachen.- Haftung der Lohnsteuerhilfevereine.- Allgemeine Pflichten der Lohnsteuerhilfevereine.- Aufsichtsbehörden und ihre Funktion.- Lohnsteuerhilfevereine im Zeitalter der Digitalisierung.- Ausblick.

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Book SynopsisThe 5th Edition explores the federal income taxation of corporations and their shareholders and can be used in a variety of courses covering corporate taxation at either the J.D. or LL.M. level. Numerous important revisions to the statutory structure over the past few decades—the changing magnitude of the capital gain preference, the preferential rate for dividends, the 2017 reduction to the corporate tax rate, a maximum individual rate now substantially higher than the maximum corporate rate, and repeal of the General Utilities rule providing nonrecognition of gain upon the distribution of property by a corporation—have changed dramatically the important issues. Most chapters and sections of chapters are introduced by a textual discussion or outline of the basic issues and structure of the statute governing treatment of the particular item or transaction covered in the chapter or section. This is followed by a principal case reading, generally a judicial decision but sometimes an IRS ruling or legislative history excerpt. A Detailed Analysis follows the principal case reading and is intended to facilitate the professor's ability to tailor the class to the needs of a particular course through selecting portions of that analysis. Class Discussion Problems are incorporated directly into the text. In selecting and organizing the materials, we have attempted to maximize the usefulness of these materials for whatever approach the professor wishes to adopt—an intensive technical analysis, a problem-oriented method, a consideration of the policies that underlie the technical tax structure, or a survey of the principal elements of the federal income taxation of corporations.

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