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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 who has extensive experience in providing taxation advice on financing, international and domestic structuring, and merger and acquisition transactions. He has advised a number of multinational organisations on international tax issues including cash repatriation, investment structuring, withholding tax and treaty issues. He has also led and project managed numerous tax compliance projects for local and multinational businesses in various industries. Eddy has experience in providing tax risk management advice and “health check” assignments for large multinational clients. Current at 01 February 2016 Click here to expand/collapse more articles by Eddy MOUSSA.

This was presented at 2012 Tax Specialists' Workshop.

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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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