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Surgery with anaesthetics: mergers and acquisitions taxation


Prior to the late 1990s, there were no specific provisions giving relief from significant tax exposures that arose when implementing corporate restructures. Since that time, the introduction of scrip-for-scrip relief (1999), the tax consolidation regime (2002) and demerger relief (2002) have without doubt facilitated numerous corporate restructures and takeovers that could not otherwise have been implemented.

This article focuses on some of the more important problem areas and anomalies that exist in the application of the scrip-for-scrip, demerger and consolidation provisions in the context of takeovers and corporate restructures. In addition, reference is made to some issues associated with distributions that may relate to a takeover or restructure. The article primarily focuses on restructures involving corporate entities, and does not seek to address issues that can arise in relation to transactions involving trusts or trust structures.

Author profiles

Kenneth Spence CTA-Life
Photo of author, Ken SPENCE Ken is a Special Counsel in the Melbourne office of Greenwoods & Herbert Smith Freehills. He has been closely involved for many years in advising Australian and foreign-owned listed companies on M&A transactions and has been extensively involved with both clients and tax professional bodies in relation to all aspects of the tax consolidation regime. Ken is a past President of The Tax Institute. - Current at 23 August 2016
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Edward Consett ATI
Photo of author, Edward Consett Edwardis a tax partner specialising in transaction preparation and execution at EY. Edward has extensive experience advising on greenfield and brownfield infrastructure projects, including public and private market M&A, project financing and privatisations across energy (including renewables), utilities, transport, social infrastructure and natural resource asset classes. Edward is a Member of Chartered Accountants Australia & New Zealand and a practising solicitor. - Current at 03 November 2020
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