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Mergers and acquisitions in a post-consolidation world paper


This paper provides commentary on the following topical issues affecting M & A transactions involving tax consolidated groups:

  • the effect of an SBT ceiling on the ability of a bidder to acquire the carry-forward losses of a target entity
  • the effect of an SBT ceiling on the ability of a bidder to claim bad debt deductions for debts "inherited" from a target entity
  • the characterisation of the sale of membership interests in subsidiary members, particulary in having regard to the quantum of capital losses currently existing in the tax system
  • whether a consolidated group will be denied a loss on the sale of a loss-making subsidiary member , if the subsidiary member is sold to another consolidated group


Author profile:

Martin Fry FTI
Martin has been a Partner in the Allens Tax Group for over fifteen years, and has focused on resource companies, banks and infrastructure projects. He has extensive experience advising on the tax aspects of capital management transactions for ASX-listed companies, most recently in relation to Rio Tinto's 2015 off-market tender share buyback and on-market share buyback. He has also advised APRA-regulated banks on the tax aspects of hybrid equity and subordinated debt instruments. He advises consortia and financiers on the tax aspects of project finance for major infrastructure projects including M2, M5 and M7 motorways, among others. He is a Senior Fellow of the Law Faculty of the University of Melbourne. Current at 12 February 2016 Click here to expand/collapse more articles by Martin FRY.

This was presented at 2006 Financial Services Taxation Conference: From every angle.

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Interpreting and applying the tax regime in practice - a legal perspective

Author(s):  Jennifer DAVIES

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Interpreting and applying the tax regime in practice - an ATO perspective

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