"The quality of work is exceptionally good and so is its presentation. The advice is practical and the team is highly skilled." Chambers, 2014

Tax consultancy and structuring

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.

Specialisms

Below are some areas of Tax Consultancy and Structuring that we specialise in.

Corporate Transactions

Challenging market conditions and economic uncertainty caused by the financial crisis, considerably alter the corporate tax landscape, with the rate and complexity of change on the rise. Corporate organisations, particularly those contracting with the UK Government, are facing increased scrutiny from HMRC which, like tax authorities around the world, is seeking to maximise its tax revenue and protect its tax base from challenges. Public interest in the tax affairs of large multinationals has also intensified, with tax-related stories rarely out of the headlines in mainstream media.

We help our clients structure their tax affairs to complement their business strategies and maximise tax efficiencies, working closely with the firm’s other specialist groups to provide an integrated transactional experience. We also advise on all aspects of corporate M&A and demergers, group restructurings, complex joint ventures, and any issues posed by outsourcing and cost-sharing.

Our tax lawyers act for a wide range of clients including joint venture parties, multinationals, domestic (and international) corporates, privately held corporate groups and companies restructuring their debt burden.

Our work in this area includes:

  • Corporate reorganisations and restructuring
  • Transaction-specific finance and hedging
  • International tax structures and cross-border transactions
  • Mergers and acquisitions (M&A), including VAT & indirect tax aspects
  • Option and equity-taxed incentives
  • Corporate tax planning
  • Corporate “wrappers” for real estate
  • Outsourcing and joint ventures

Financing Tax

Since the financial crisis, regulators have placed a number of measures on some banks to ensure they do not overextend themselves with excessive lending. This has led to a decline in lending levels amid a faltering economic recovery, as non-traditional lenders try to step in and fill the gap. Alongside this tax authorities world-wide have become increasingly aggressive, challenging a number of tax structured investments.

We advise on the full range of financing transactions such as structuring distressed debt in a tax efficient manner, sophisticated asset finance structures, securitisations and structuring new credit providers. 

Our tax lawyers act for a wide range of clients including major banks and borrowers, funds, other financial institutions, intermediaries and corporates, both in the UK and globally. Working alongside our UK team, we also have tax lawyers based in our Moscow, Frankfurt, Abu Dhabi and Singapore offices, who help serve clients in these regions and beyond.

Our work, both within the UK and across multiple jurisdictions, includes:

  • Banking, capital markets and securitisations
  • Leasing and asset finance
  • Regulatory and capital solutions
  • Tax structured finance

Investment Management

Our investment management group comprises lawyers specialising in corporate, regulatory, taxation and finance law. We are recognised as a market leader in structuring indirect real estate and private equity investments, acting for several of the most active fund structurers. We regularly advise on the most appropriate vehicles (onshore and offshore) to use for fund and joint venture structures, including the structuring of appropriate feeder funds for different classes of investors.

Our work in this area ranges from advising on the establishment of the structure, to assisting with fund restructuring, and transitional changes and exit strategies, both on behalf of the fund and individual investors. We also have extensive experience of advising on the structuring and establishment of private collective investment structures for ultra high net worth international families.

We regularly develop investment products for international private banks and financial institutions aimed at particular investor markets. We also advise individual investors and have considerable expertise in advising on the tax situs, source and personal tax consequences for investors (both remittance basis and non-remittance basis users) of a broad range of investments - including bonds, hedge funds, structured products, money market instruments, life bonds and other insurance products, OEICs and excluded indexed securities.

In an area where tax efficiency is key, our tax & private client team assists on all tax aspects of a broad range of funds. We also give commercial and practical advice to fund managers on carry/promote planning. The team works closely with our overseas offices and extensive preferred firm network on complex international fund structures to give a global tax reach. The team participates in industry groups and Treasury/HMRC consultation processes in relation to REITs, PAIFs and investment funds generally.

Our work includes:

  • Asset-specific funds
  • Carried interest structuring
  • Debt funds
  • Fund structuring
  • Real estate funds (across the asset classes)
  • VAT structuring

Latest examples of work

    • asset management

      Fund launch

      Advising Barings Asset Management, on the launch of a number of schemes of arrangement and fund launches. The fund launches related to the BAM China Growth Fund (a UCITS III sub-fund of the existing Baring UK Umbrella Fund) and the Baring Global Agriculture Fund, also a UCITS III fund.

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      New open-ended fund

      Advising UBS on the structure and implementation of a new open-ended fund offering institutional investors either a secured or unsecured return.

    • image of gas station

      Advised a consortium on the purchase of Total's downstream logistics

      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.

    • image of a runner

      Advised the Olympic Delivery Authority

      Advised the Olympic Delivery Authority on the sale of the Olympic Village to a joint venture established by Delancey and Qatari Diar for £557m.

    • picture of the world

      International private bank

      Advising an international private bank on a structured note issuance programme designed to convert what would otherwise be an offshore income gain into a return of a capital nature.

    • image of shopping bags

      Diversification of business, Tesco

      We advised Tesco on its corporate acquisition of Mobcast Limited, (a company which sells e-books) and We7 Limited (a company which sells music online in electronic form), to form a new entity called “Blinkbox”.

    • image of a house

      Advised on the acquisition of a 44-facility 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.

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      Structured finance

      Advised a large investment bank as financier on the high profile funding of a £900m non-performing commercial real estate portfolio being sold by a major clearing bank. The transaction involved advising on due diligence of a portfolio of complex non-performing commercial real estate loans, the structuring of the acquisition vehicle and the financing by the investment bank of the acquisition of the portfolio and the subsequent securitisation exit.

    • icon of data protection

      Tax advice

      Advising on the development of a data centre situated on Holford Industrial Estate to the north of Birmingham city centre.

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      Acquisition of ships

      Advised on the significant acquisition of five ships into partnership structures in circumstances where the bulk of the rental income from the leases of those ships fell outside the charge to UK tax. 

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