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Workshop 3 case studies and answers: M&A


This workshop presents a list of common tax issues that an adviser would face when advising a foreign investor looking to acquire an Australian listed group. The case study covers the treatment of pre-sale dividends from a franking perspective, and what impact changes to the Corporations Act have on the ability of the Australian company to frank its dividends.

The workshop also examines some of the “lessons” to be learned in advising foreign buyers about structural issues regarding their ownership of the Australian investment by considering the four private equity Tax Determinations released by the ATO. Other issues discussed relate to funding for the acquisition and structure choice such as, thin capitalisation limits, interest deductibility, withholding tax, choice of acquisition structure and the impact of the acquisition structure on consolidation.

The workshop will also considers the treatment of earn out arrangements and otheremployee incentive arrangements that are typical in such an acquisition transaction.

In short, this workshop covers:

  • franking and Corporations Act changes
  • off-market buybacks
  • tax consolidation – rights to future income
  • private equity Tax Determinations – lessons
  • pre-sale dividends
  • Part IVA.

Author profile

Eddy Moussa CTA
Eddy is a practising tax lawyer with over 18 years experience in providing legal advice on taxation matters such as financing, international and domestic restructuring and merger and acquisition transactions. Eddy is a partner in the PwC Tax Controversy team. He provides legal advice to mainly multinational clients on taxation matters (including anti-avoidance), and supports clients in resolving disputes with the Australian Taxation Office. This work involves assisting clients under audit or investigation. Eddy also leads alternative dispute resolution processes, briefs counsel and provides anti-avoidance opinions. Eddy has also advised a number of multinational organisations on international tax issues including cash repatriation, investment structuring, withholding tax and treaty issues. Eddy also has an interest in the taxation of intellectual property in Australia and has written papers on the topic. Eddy is Deputy Chair on the NSW State Council of the Tax Institute of Australia and the Co-Chair on the NSW Professional Development Committee of the Tax Institute of Australia and has published papers on taxation anti-avoidance. - Current at 11 October 2017
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This was presented at 2012 Tax Specialists' Workshop .

Get a 20% discount when you buy all the items from this event.

Individual sessions

Workshop 1 case studies and answers: Part IVA

Author(s):  David MARSCHKE

Materials from this session:

Workshop 4 case studies and answers: International

Author(s):  Tracey RENS,  Narelle MCBRIDE,  Alison RODI

Materials from this session:

Workshop 3 case studies and answers: M&A

Author(s):  Eddy MOUSSA

Materials from this session:

Workshop 2 case studies and answers: Managing tax disputes

Author(s):  Joanne DUNNE,  Michael CLOUGH,  Chris KINSELLA,  Peter COAKLEY

Materials from this session:

Further details about this event:


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