Challenging market conditions and economic uncertainty caused by the financial crisis, considerably altered the corporate tax landscape, with the pace and complexity of change on the rise. Understanding the impact of these rules on corporate organisations’ commercial transactions is crucial to their success. We understand the strategic importance of tax to our corporate clients and provide clear, timely and concise advice on all tax related matters.
Although certain tax considerations arise as standalone decisions facing the tax directors, increasingly tax forms a pivotal element of a broader strategic direction organisations choose and which in turn influences their daily operations. Reflecting this, in order to most effectively serve our clients, our tax team closely integrates with colleagues from across the firm and so tax seamlessly fits into a comprehensive advice, enhancing the overall solution.
Our tax lawyers provide the full range of contentious and non-contentious tax advice to clients both in the UK and globally. Our expertise, strength and depth is acknowledged in the market and reflected in our standing in the leading legal directories. We are now alongside Magic Circle firms in corporate tax generally (which includes real estate, funds, finance and corporate) and top ranked in contentious tax.
We advise a wide range of clients including banks, funds and other financial institutions, insurance companies, real estate developers and investors, retailers and public bodies. Example clients include Canary Wharf Group, Credit Suisse, Royal Bank of Scotland and Tesco Plc.
Advised on the seeding of a property fund with a £105m portfolio of 534 private rented homes from the Berkeley Group for M&G Investment Management Limited. The transaction involved the establishment of a new Luxembourg fund structure, with Prudential and Berkeley as initial investors. Following the acquisition of the seed portfolio, the intention is to market the fund to pan-European institutional investors in order to grow it substantially.
The fund was advised on the purchase of a shopping centre in West London, which is part of an ambitious £1bn plan to turn Bayswater’s Queensway area into a “Covent Garden of the West” by 2020.
Tax and structuring advice to a Dutch property fund on the acquisition of a property holding SPV which was migrated from Hong Kong to Guernsey. Further advice was given on the tax aspects of setting up a Luxembourg holding structure, obtaining senior debt finance at acquisition and restructuring the debt into senior and mezzanine loans.
Advising the joint venture between Canary Wharf and Land Securities to develop the “Walkie Talkie” building at 20 Fenchurch Street. The 37 storey building comprises approximately 690,000 sq ft of world class space with a skygarden on the top three floors.
Advised on the purchase of Total's downstream logistics and marketing operations in England, the Isle of Man and the Channel Islands, comprising around 810 service stations, fuel distribution operations and an interest in a pipeline by a consortium comprising Gerald Ronson’s Snax 24, Investec and Grovepoint Capital and other investors We also advised the consortium on the simultaneous sell-down of certain of the assets to Shell and DCC Energy respectively. Separately, we advised the consortium members on the consortium arrangements and the overall acquisition structure.
Advised on a series of off balance joint ventures with sales and operating leasebacks funded by securitised debt, as well as other transactions including a £450.5m commercial mortgage backed security (CMBS) issue for longstanding client Tesco. We continue to advise on the multi-billion pound programme of releasing value from their property portfolio.
Providing real estate, tax, corporate finance and finance advice to Griffin American Healthcare REIT II, Inc, a US private REIT, on its acquisition of a 44-facility portfolio of premium senior housing and care facilities in England, Scotland and Jersey for an aggregate purchase price of circa £300m. The tax role involved tax advice on acquisition structuring (debt and equity on cross border investment into the UK) and long-term hold and exit strategy as well as advice on complex VAT and capital allowances issues arising in the transaction as a result of a pre-sale business reorganisation of the seller.
Advised on the UK tax issues relating to the forward funding of a large real estate development in the UK for a large German financial investor.
Structuring the launch of the Russian business of an American manufacturing company which included developing an innovative legal basis for local distributors to join the company’s distribution network.
Advised Quintain Estates and Development on the acquisition of Lend Lease’s interests in the Greenwich Peninsula joint venture and the establishment of a new joint venture with Knight Dragon Limited (Knight Dragon). This included up to £300m of funding to redevelop the 150 acre site surrounding the O2 arena at Greenwich Peninsula, London.
Advising on tax dispute involving Employee Benefits Trusts. UK tax authorities challenged the tax treatment of trust structure involving jurisdictions incl. USA, Jersey, Guernsey, Cayman Islands, Belgium and Switzerland.
Click on the different stages of business growth to find out how our tax solutions can help grow your business.
Investing in business
We advise a wide range of investors and target businesses on tax efficient structuring, restructuring and realisation of investments. Our practice extends far beyond our market leading work on real estate and funds and covers all areas of private equity fund and investment structuring (including management incentives), hedge funds and investments by sovereign wealth funds, pensions funds, life companies and insurers.
Make sure that tax does not put the brakes on your growth. Your business may be expanding organically by opening new premises, hiring more senior management or setting up operations in a new territory overseas. Or, your plans may involve corporate or asset acquisitions or a merger.
All of these steps will have tax consequences that need to be carefully considered. We understand the importance of getting the tax right without interfering with your commercial goals.
Running a business
We can help ensure that the complexity of the UK tax system does not get in the way of you running your business or maximising the returns on your investment. Our operational tax expertise includes VAT planning, employment tax issues, tax on imports and exports and guidance on operating offshore structures properly. We can help you build, buy or lease your business premises and lease your plant and machinery in the most tax efficient way.
Financing a business
The depth and breadth of our financing tax experience is unmatched. Eight of our tax partners regularly advise on finance matters. Their expertise covers acquisition finance, complex securitisations, equity fundraisings, debt funds, real estate finance, tax structured finance and regulatory capital structures. Whatever your financing needs, we can advise you on the most tax efficient way to meet them.
Restructuring a business
Restructuring is part of corporate life as businesses evolve. Whether you are looking to expand overseas, hive off part of your group, effect a full demerger, reorganise internally, or restructure a fund, we can help you develop the right solution for your business and avoid unexpected tax costs. We also have experience of advising on the full range of insolvency proceedings and can help make sure that tax does not make Restructuring business a difficult situation worse.
Managing tax disputes
Every business wants to avoid tax litigation if it can and our advice on tax risk management, handling HMRC investigations and Alternative Dispute Resolution can help you do that. Where litigation cannot be avoided the technical excellence and tactical acumen of our dedicated contentious tax team will give you the best chance of a successful outcome. Our team has extensive experience of advising on VAT and direct tax disputes heard at all levels of the UK court system and the European Court of Justice.
Exiting a business
Whatever the form of your exit, we can help minimise the tax drag on your return. We have extensive experience of advising trading groups, institutions, management teams and intermediaries on floats, public to privates, secondary buyouts, MBOs, trade sales, business disposals and pre-sale reorganisations.