Build a solid foundation for dealing with important tax issues commonly faced by commercial lawyers and in-house counsel. Gain a practical and working understanding of transfer pricing risks and how these issues arise & play out in practice so that you can spot the potential risks early on. Learn how the proposed new property tax will blend with other state taxes and stay up-to-date on all the key tax rules in the taxation of trusts.
Chair
Dr Mark Brabazon SC, FCIArb, 7 Wentworth Selborne
Why Commercial Lawyers Need to Understand Transfer Pricing Risks
This is a helicopter ride for non-tax lawyers into the world of transfer pricing to understand why these transactions can trigger legal risks. It is not intended as a tax technical session though provides practical insights including easy to understand anecdotes and fact patterns from recent cases and settlements.
Some key points of coverage are:
- Transfer pricing arrangements are business decisions, that trigger ATO and international counter party scrutiny
- The new Australian Government is especially focused on transfer pricing and multi-nationals paying their fair share of tax, as well as the ATO
- Transfer pricing is not confined to multi-nationals and relates to all public and private groups engaged in cross border, related party transactions
- Understand what kinds of transfer pricing arrangements are likely to attract ATO attention from recent cases and settlements
- Tax risk is part of the overall governance, risk and compliance framework within a business that legal counsel should be abreast of
- Understand the extensive powers of the ATO to scrutinise transfer pricing arrangements, including the taxpayer onus of proof and the operation of legal professional privilege
- Reputational risk is significant in high profile transfer pricing disputes with the ATO and attracts considerable media attention
- Legal costs can also be significant
- Understand why it’s not a good idea to leave transfer pricing solely to the finance and tax teams
- How to manage multiple revenue authorities and avoid conflicting approaches by them to the one transaction.
Presented by Leslie Prescott Haar, Partner and Sophie Day, Senior Manager, Nuwaru
ATO Focus on Discretionary Trusts
- Quick refresher on key tax rules in the taxation of trusts
- Hot topics with the ATO and in the courts
- 99B & 100A: Sleeper, Awake!
- Foreign trusts: post Greensill
- Disclaimers: post Carter
- Division 7A
- Tax avoidance: Part IVA and trusts
Presented by Michael Bersten, Barrister; Leading Tax Law Barrister, Doyle’s Guide, 2022
NSW Property Tax Update
Changes to the NSW property tax system are proposed to commence in 2023. Inevitably, introducing a targeted and additional type of state tax will add complexity to the existing mix of State taxes. This session will cover how the proposed new property tax will work and how it fits in with existing stamp duty and land tax provisions in NSW. This session is relevant to anyone who advises individuals, companies or trustees in relation to the acquisition, holding or change of ownership interests in all types of land in NSW.
- New First Home Buyer Choice Scheme
- Current status of measures announces in NSW Budget
- How does it work?
- Interaction with other NSW Property taxes
- NSW Stamp Duty Update
- Recent changes
- Tips and traps
Presented by Michael Malanos, Partner, Brown Wright Stein Lawyers
Description
Attend and earn 3 CPD hours in Substantive Law
This program is applicable to practitioners from all States & Territories
* This interactive online recording includes questions and quizzes requiring critical thinking about the topics, so you have no annual limits to the number of points/hours you can claim with this format of learning. Please verify with your CPD rules
*Original Content was created in 2023
Why Tax Matters in an M&A Transaction
Tax Considerations in Structuring a Sale:
- Vendor considerations
- Purchaser considerations
- Differences between a share sale and an asset sale
- Case studies: Common Income tax, GST, stamp duty mistakes
Due Diligence:
- Vendors: importance of issue remediation
- Vendors: preparing a data room
- Purchasers: scope of DD, areas of focus
- Differences between share sale and asset sale
Document the deal
- Importance of documenting the deal to deliver desired tax outcome
- Case studies of what can go wrong
- Managing identified risks
- How to think about warranties and indemnities
- Limitations and enforceability
Post-acquisition
- Stamp duty
- Compliances
- Entity restructures/reduction
- Delivering on the tax strategy
Presented by Sam Lo Ricco, Partner, Nuwaru
Presenters
Michael Bersten, Barrister, Michael Bersten Barrister
Michael Bersten has been in legal practice for 37 years and since 2018 as a Barrister. Michael specialises in tax and related corporate, commercial, trusts and financial crime matters. Michael’s current clients comprise mainly business and private wealth clients. Michael is also a sessional Lecturer in the UNSW Business School ATAX Masters Program. Michael is the NSW Deputy Chairman of the Law Council Tax Committee and a member of the Australian Bar Association tax committee. Michael has been regularly voted by clients as a Tax Controversy and Disputes leader in the International Tax Review Survey. Michael was a tax and legal partner from 2004 -2018 at PwC and before that a partner at Deloitte from 2001-2004. Michael founded their tax controversy and dispute resolution practices. Before that Michael Bersten was head of the ATO Tax Counsel Network and chaired the GAAR Panel amongst other senior roles. Michael was a Deputy Australian Government Solicitor (1996-1999) and national head of the tax and customs practices. Michael is ranked as a leading Tax Law Barrister with Doyle’s Guide, New South Wales, 2022 Connect with Michael via LinkedIn.
Dr Mark Brabazon SC, FCIArb, 7 Wentworth Selborne
Dr Mark Brabazon SC practices as a barrister and arbitrator. His main areas of practice are tax, equity, commercial law, professional regulation and appeals. He is the author of International Taxation of Trust Income (Cambridge University Press, 2019), the GTTC chapter on The Application of Tax Treaties to Fiscally Transparent Entities, and numerous other publications on Australian and international tax. He is a Senior Fellow of Melbourne Law School and teaches international tax: anti-avoidance in the Melbourne Law Masters programme. He chaired the Costs Committee of the NSW Bar Association from 2009 to 2019, was a member of the Chief Justice’s Review of the Costs Assessment System, and is an expert on the law relating to costs. He chaired the Council of Law Reporting for NSW from 2015 to 2021. He was called to the bar in 1984 and took silk in 2008.
Leslie Prescott-Haar, Partner, Nuwaru
Leslie is responsible for the Australia and New Zealand transfer pricing practice of Nuwaru. She has over 25 years of specialised transfer pricing experience and expertise based in Australia and New Zealand, working with the world’s and this region’s major multi-national groups, and a further 10 years of corporate taxation experience in Big 4 practices specializing in mergers, acquisitions, bankruptcies and reorganizations based in the United States (New York City and Chicago). Leslie has been operating TP EQuilibrium | AustralAsia LP (formerly, Ceteris New Zealand) since early 2010. TPEQ has been recognized as a top tier TP firm in Australia and New Zealand for the last 7 years (International Tax Review’s World Transfer Pricing 2015 to 2021). Prior to this, Leslie commenced the previous market-leading transfer pricing practice of Ernst & Young New Zealand, and served as a Partner and the National Leader of the practice for a number of years.
Sophie Day, Senior Manager, Nuwaru
Sophie is a Senior Manager at Nuwaru involved in the Australia and New Zealand transfer pricing practice. Sophie has over 7 years of transfer pricing experience and expertise across both the Australian and New Zealand markets, working with the world’s and region’s major multinational groups. Sophie initially joined TP Equilibrium | AustralAsia LP (formerly, Ceteris New Zealand) in a university internship role and started working for the firm in a full-time capacity in 2016. TPEQ has been recognised as a top tier TP firm in Australia and New Zealand for the last 7 years (International Tax Review’s World Transfer Pricing 2015 to 2021).
Sam Lo Ricco, Partner, Nuwaru
Sam has over 25 years of corporate and international tax experience in both professional and commercial roles. This included 15 years with Deloitte based in both Australia and in Asia and over 10 years as the Global Head of Tax for an ASX 100 company in the industrial sector. By combining his technical and analytical skills with excellent commercial judgement, Sam has successfully executed complex, cross border restructures, financing transactions and M&A transactions. Ensuring effective tax governance was key to all these transactions. In the past year, Sam has returned to professional services where his focus has transitioned from working with large multinational enterprises to private groups, high wealth investors and technology start-ups.
Michael Malanos, Partner, Brown Wright Stein Lawyers
Michael Malanos is a tax partner, who specialises in taxation and commercial matters at the boutique taxation law firm Brown Wright Stein Lawyers. Michael has practiced in taxation law for over 25 years. He has primarily advised owner–managed businesses and aspirational individuals in relation to all areas of State and Federal taxation law including stamp duty, land tax, payroll tax, income tax, capital gains tax, goods and services tax, fringe benefits tax and superannuation. He also assists clients to resolve audit activity and taxation disputes with revenue authorities or to bolster their position by preparing private ruling applications or position papers. Michael's commercial law experience includes advising clients on sales and purchases of businesses, trusts, aspects of corporations law, finance, trade marks, intellectual property licensing, shareholders agreements, property development and commercial leasing. He has also assisted individual clients with estate and succession planning. Michael often assists accounting firms and other law firms with taxation advice. Michael is able to assist clients and other advisers by drawing on his broad taxation law and commercial law experience to identify issues and provide practical and strategic advice.
