This document discusses cross-border mergers and corporate migration within Europe. It provides an overview of cross-border mergers, including definitions, the EU Merger Directive, reasons for mergers, and requirements. It also examines issues with implementing the Directive, different types of mergers and competent authorities, creditor protection, employee participation systems, and uses of cross-border mergers. Finally, it analyzes barriers to corporate migration within Europe and developments around the transfer of corporate seats.
This document discusses the use of eXtensible Business Reporting Language (XBRL) in various areas of financial reporting and regulation in the European Union. It summarizes the key drivers for adopting XBRL, including the need to simplify financial reporting, increase transparency, and automate information exchange. The document also outlines some of the measures being taken by the European Commission to promote the use of XBRL, such as reviews of accounting directives, recommendations to member states, and funding for XBRL-related projects.
This document provides an agenda for a 2019 CEE Finance Workshop held at the Ritz-Carlton in Vienna. The workshop will discuss Brexit and its impact on the loan market, including whether the UK leaves the EU with a deal or not, insights into the loan market, and the effect on English governing law and jurisdiction clauses in finance documents.
This document summarizes recent transfer pricing case law in Europe. It provides an overview of cases in the Netherlands, Spain, and Norway. Key cases discussed include:
- Dutch cases on intercompany loans and royalties payments to low-tax jurisdictions. Courts disallowed deductions finding arrangements were non-arm's length.
- A Spanish case where the court determined a Spanish subsidiary of a Swiss company constituted a permanent establishment due to manufacturing and agency functions.
- A Norwegian case where the court agreed with tax authorities that a local Dell subsidiary created a permanent establishment for its Irish principal due to sales activities.
1. The document discusses several European court cases related to transfer pricing between 2010-2007. Key issues involved royalty payments, intercompany loans, intellectual property transfers.
2. Courts disallowed deductions for royalty payments when documentation and economic substance was lacking. Intercompany loans were ruled non-arm's length when no reasonable third party would have extended the loan.
3. Landmark cases included disallowing royalty deductions to Liechtenstein entities and recharacterizing intercompany loans as equity. Commissionaire structures and customs values were also addressed.
This document summarizes transfer pricing case law in Europe from 2007 to 2013. It discusses several court cases from countries like the Netherlands, Spain, and the UK that relate to issues like intercompany loans, royalties, captive insurance, and sale of goods. The key issues addressed are whether related party transactions and pricing were consistent with the arm's length principle and if the arrangements had economic substance rather than just tax avoidance motives. The document provides an overview of transfer pricing regulations and guidelines in Europe.
The document discusses a proposal to establish a datacenter fund in France using modular datacenter technology. Financial simulations show an opportunistic fund structure using 80% debt financing could generate a return of 5.86% despite higher tax rates. The project involves constructing a tier IV modular datacenter with high power density of 69kVA per rack, offering a more cost effective and powerful alternative to traditional tier III centers. Estimates show the modular center could generate over €124,000 annual income per rack and have occupancy of 90% due to its high efficiency PUE of 1.05, outperforming competitors. The 5-year business model relies on selling the property after rental income offsets depreciation to yield a profit.
The EPA agreement between Cariforum and the EU contains comprehensive rules on services and investment. It liberalizes over 90% of sectors for EU investment in Cariforum states and provides opportunities for Caribbean professionals to supply services in the EU. Notably, the EU has opened its entertainment services sector to CSS from Cariforum without quotas. The agreement also includes a protocol on cultural cooperation to facilitate movement of artists between the regions. While Cariforum's commitments are more limited in scope, most states have opened key business services sectors. The agreement establishes dispute settlement procedures for violations of commitments.
Euro shorts 19.06.15 including mi fid ii and esma launches new strategyCummings
ESMA has published a statement on implementing measures under MiFID II focusing on non-equity transparency, position limits, and ancillary activity tests. ESMA also launched a new 2015-2020 strategy focusing on investor protection, orderly markets, and financial stability through risk assessment, supervisory convergence, direct supervision, and completing the EU financial rulebook. Additionally, ISDA published an EMIR frontloading amendment agreement allowing parties to amend master agreements to incorporate a new termination event for frontloading, and the EU called an emergency eurozone summit for next week to discuss Greece's debt talks after they ended without a deal.
This document discusses the use of eXtensible Business Reporting Language (XBRL) in various areas of financial reporting and regulation in the European Union. It summarizes the key drivers for adopting XBRL, including the need to simplify financial reporting, increase transparency, and automate information exchange. The document also outlines some of the measures being taken by the European Commission to promote the use of XBRL, such as reviews of accounting directives, recommendations to member states, and funding for XBRL-related projects.
This document provides an agenda for a 2019 CEE Finance Workshop held at the Ritz-Carlton in Vienna. The workshop will discuss Brexit and its impact on the loan market, including whether the UK leaves the EU with a deal or not, insights into the loan market, and the effect on English governing law and jurisdiction clauses in finance documents.
This document summarizes recent transfer pricing case law in Europe. It provides an overview of cases in the Netherlands, Spain, and Norway. Key cases discussed include:
- Dutch cases on intercompany loans and royalties payments to low-tax jurisdictions. Courts disallowed deductions finding arrangements were non-arm's length.
- A Spanish case where the court determined a Spanish subsidiary of a Swiss company constituted a permanent establishment due to manufacturing and agency functions.
- A Norwegian case where the court agreed with tax authorities that a local Dell subsidiary created a permanent establishment for its Irish principal due to sales activities.
1. The document discusses several European court cases related to transfer pricing between 2010-2007. Key issues involved royalty payments, intercompany loans, intellectual property transfers.
2. Courts disallowed deductions for royalty payments when documentation and economic substance was lacking. Intercompany loans were ruled non-arm's length when no reasonable third party would have extended the loan.
3. Landmark cases included disallowing royalty deductions to Liechtenstein entities and recharacterizing intercompany loans as equity. Commissionaire structures and customs values were also addressed.
This document summarizes transfer pricing case law in Europe from 2007 to 2013. It discusses several court cases from countries like the Netherlands, Spain, and the UK that relate to issues like intercompany loans, royalties, captive insurance, and sale of goods. The key issues addressed are whether related party transactions and pricing were consistent with the arm's length principle and if the arrangements had economic substance rather than just tax avoidance motives. The document provides an overview of transfer pricing regulations and guidelines in Europe.
The document discusses a proposal to establish a datacenter fund in France using modular datacenter technology. Financial simulations show an opportunistic fund structure using 80% debt financing could generate a return of 5.86% despite higher tax rates. The project involves constructing a tier IV modular datacenter with high power density of 69kVA per rack, offering a more cost effective and powerful alternative to traditional tier III centers. Estimates show the modular center could generate over €124,000 annual income per rack and have occupancy of 90% due to its high efficiency PUE of 1.05, outperforming competitors. The 5-year business model relies on selling the property after rental income offsets depreciation to yield a profit.
The EPA agreement between Cariforum and the EU contains comprehensive rules on services and investment. It liberalizes over 90% of sectors for EU investment in Cariforum states and provides opportunities for Caribbean professionals to supply services in the EU. Notably, the EU has opened its entertainment services sector to CSS from Cariforum without quotas. The agreement also includes a protocol on cultural cooperation to facilitate movement of artists between the regions. While Cariforum's commitments are more limited in scope, most states have opened key business services sectors. The agreement establishes dispute settlement procedures for violations of commitments.
Euro shorts 19.06.15 including mi fid ii and esma launches new strategyCummings
ESMA has published a statement on implementing measures under MiFID II focusing on non-equity transparency, position limits, and ancillary activity tests. ESMA also launched a new 2015-2020 strategy focusing on investor protection, orderly markets, and financial stability through risk assessment, supervisory convergence, direct supervision, and completing the EU financial rulebook. Additionally, ISDA published an EMIR frontloading amendment agreement allowing parties to amend master agreements to incorporate a new termination event for frontloading, and the EU called an emergency eurozone summit for next week to discuss Greece's debt talks after they ended without a deal.
Este documento describe las herramientas y funciones de Microsoft Word. Explica cómo insertar y modificar tablas en Word, así como los requisitos para usar Microsoft Office.
El documento presenta una historia sobre una hormiga que logra cruzar una grieta profunda usando su carga como puente. La moraleja es que los problemas y cargas de la vida pueden convertirse en oportunidades y herramientas para el éxito si las enfrentamos con esfuerzo y perseverancia. El documento también anima a los lectores a no quejarse de las dificultades, sino a aprovecharlas para mejorar y confiar en que Dios les ayudará.
Pour ceux qui n’ont pas pu assister faire le déplacement à Search 2012, et assister à la session « Visualisation & Décision« , voici les slides de la présentation d’Yves Simon.
IDCC 2528 avenant sur la formation professionnelle à la CCN de la maroquine...Société Tripalio
Un avenant relatif à la formation professionnelle, à l'emploi et à la démocratie sociale à l'accord du 22 décembre 2011 dans la CCN de la maroquinerie a été conclu.
Este documento celebra la fiesta anual de Don Bosco en una escuela católica. Agradece a los estudiantes por participar y disfrutar de las actividades, y reconoce especialmente a los estudiantes de cuarto grado que organizaron cada grupo. También felicita a los estudiantes de bachillerato y ciclos por completar noventa pruebas. Finalmente, da gracias a María por la escuela, Don Bosco, los profesores y estudiantes.
Este documento habla sobre dar gracias al terminar la semana de exámenes. Menciona dar gracias a Dios, a la familia, amigos y profesores. También describe dos formas de dar gracias, una automática y carente de sentido, y otra que irradia gratitud genuina desde los ojos. Finalmente cita un versículo bíblico sobre dar gracias a Dios en cualquier circunstancia.
Low cost roads are meant for low traffic volumes and are constructed using locally available materials at low cost in order to be easily maintained. They are classified into earth roads, kankar roads, gravel roads, water bound macadam roads, and wet mix macadam roads. Earth roads involve compacting layers of suitable soil in stages. Kankar roads involve ramming layers of broken kankar stones. Gravel roads involve compacting layers of a gravel mixture. Water bound macadam roads involve compacting layers of graded aggregates with screenings and binders. Wet mix macadam roads involve spreading and compacting premixed layers of aggregates and water. Standards are provided for alignment, width, and construction methods to allow for future upgrading
O documento discute cinco decisões que geram crescimento: 1) Aproveitar as oportunidades, 2) Buscar a sabedoria, 3) Estabelecer uma visão, 4) Não perder o foco, 5) Persistir até o fim. Vários trechos bíblicos são citados para reforçar a importância dessas decisões para o amadurecimento espiritual e o desenvolvimento pessoal.
My presentation about an European Court of Justice Case about thin capitalization in UK. After analyzing the facts and the fiscal and economic aspects of the operation, the presentation gives the point of view of both the UK Government and the ECJ about the fiscal regime of Thin Cap in UK. The decision of the Court is against UK Thin Cap, since the fiscal regime represents a restriction in the freedom of establishment for non-UK resident parent companies deciding where to establish a subsidiary.
The document discusses a proposed EU directive on allowing companies to transfer their registered office across borders within the EU in a tax-neutral manner while maintaining corporate identity. It would allow companies to relocate without liquidating. The proposal outlines administrative processes for the transfer, including informing employees, submitting reports to shareholders on the implications, and approval by shareholders. It aims to balance free movement rights with legal and tax obligations. The directive could help realize freedom of establishment in the EU single market by facilitating cross-border corporate mobility.
Development of India's Carbon Credit Market.pptxmsounak95
Provides an overview of the development of Carbon Markets since Kyoto Protocol with a special focus on the compliance markets. It also explores the various global ETS instruments currently operational and its impact on the economy and corporates. It also examines the regulatory development of India's Carbon Credit Trading Scheme and provides critical analysis of various provisions.
The document summarizes key aspects of European Union treaties and taxation directives. It provides an overview of the history and objectives of the EU in establishing a single internal market and harmonizing taxes among member states through directives. Specific directives discussed include the Parent-Subsidiary Directive and Merger Directive, outlining their purpose of eliminating double taxation on cross-border distributions and restructurings between qualifying EU companies. Examples are given to illustrate how the directives apply to relieve double taxation in cross-border situations.
DAC6 has potential direct and indirect impacts on the business of Hong Kong based financial intermediaries.
The presentation highlights the requirements and way forward
VAT directive proposal: E-Invoicing Not Equal To Paper InvoicingFriso de Jong
This document provides a compromise text from the Presidency of the Council of the European Union regarding a proposal to amend Directive 2006/112/EC on value added tax (VAT) invoicing rules. The Presidency aims to balance control interests with reducing administrative burdens for businesses. It also tries to find a compromise on rules for electronic invoicing. The Presidency believes electronic invoicing is the future, and the compromise aims to set common rules for control while allowing technology-neutral rules to safeguard electronic invoice content. The Presidency hopes this will lead to agreement in the Tax Questions Group.
This lecture discusses the Revised Kyoto Convention (RKC) and whether it can harmonize customs procedures worldwide. It notes that while the RKC aims to simplify procedures, only 45 non-EU countries have signed it. The lecture also covers trade facilitation and examines the World Trade Organization's role through GATT Articles V, VIII and X. It concludes that while technology and organizations promote facilitation, full harmonization of customs declarations between countries remains a long-term goal.
This document discusses the OECD's BEPS project and its potential impact on small and medium enterprises. It provides an overview of the 15 actions under the BEPS project, including addressing tax challenges in the digital economy, limiting base erosion from interest deductions, and improving transparency through country-by-country reporting. While the changes are aimed at large multinational corporations, the document notes they could still affect SMEs through shifts in public opinion, tax authority stances, and domestic tax laws. The document also examines perspectives and initial responses to BEPS from several countries and regions, including Ireland, Luxembourg, the Netherlands, and the United States.
Legal shorts 19.06.15 including MiFID II and ESMA launches new strategyCummings
The document provides a weekly legal briefing on developments in the financial services industry from Cummings Law. It summarizes recent statements, reports and consultations from various regulatory bodies including ESMA, IOSCO, the European Commission, the FCA and the EBA on topics such as MiFID II implementation, ESMA's new strategy, EMIR frontloading rules, the Capital Markets Union, FCA's Project Innovate, equivalence of third country GAAP standards, and responses to consultations on remuneration guidelines and securities financing transactions. Readers are invited to contact the firm to discuss any of the points raised.
Este documento describe las herramientas y funciones de Microsoft Word. Explica cómo insertar y modificar tablas en Word, así como los requisitos para usar Microsoft Office.
El documento presenta una historia sobre una hormiga que logra cruzar una grieta profunda usando su carga como puente. La moraleja es que los problemas y cargas de la vida pueden convertirse en oportunidades y herramientas para el éxito si las enfrentamos con esfuerzo y perseverancia. El documento también anima a los lectores a no quejarse de las dificultades, sino a aprovecharlas para mejorar y confiar en que Dios les ayudará.
Pour ceux qui n’ont pas pu assister faire le déplacement à Search 2012, et assister à la session « Visualisation & Décision« , voici les slides de la présentation d’Yves Simon.
IDCC 2528 avenant sur la formation professionnelle à la CCN de la maroquine...Société Tripalio
Un avenant relatif à la formation professionnelle, à l'emploi et à la démocratie sociale à l'accord du 22 décembre 2011 dans la CCN de la maroquinerie a été conclu.
Este documento celebra la fiesta anual de Don Bosco en una escuela católica. Agradece a los estudiantes por participar y disfrutar de las actividades, y reconoce especialmente a los estudiantes de cuarto grado que organizaron cada grupo. También felicita a los estudiantes de bachillerato y ciclos por completar noventa pruebas. Finalmente, da gracias a María por la escuela, Don Bosco, los profesores y estudiantes.
Este documento habla sobre dar gracias al terminar la semana de exámenes. Menciona dar gracias a Dios, a la familia, amigos y profesores. También describe dos formas de dar gracias, una automática y carente de sentido, y otra que irradia gratitud genuina desde los ojos. Finalmente cita un versículo bíblico sobre dar gracias a Dios en cualquier circunstancia.
Low cost roads are meant for low traffic volumes and are constructed using locally available materials at low cost in order to be easily maintained. They are classified into earth roads, kankar roads, gravel roads, water bound macadam roads, and wet mix macadam roads. Earth roads involve compacting layers of suitable soil in stages. Kankar roads involve ramming layers of broken kankar stones. Gravel roads involve compacting layers of a gravel mixture. Water bound macadam roads involve compacting layers of graded aggregates with screenings and binders. Wet mix macadam roads involve spreading and compacting premixed layers of aggregates and water. Standards are provided for alignment, width, and construction methods to allow for future upgrading
O documento discute cinco decisões que geram crescimento: 1) Aproveitar as oportunidades, 2) Buscar a sabedoria, 3) Estabelecer uma visão, 4) Não perder o foco, 5) Persistir até o fim. Vários trechos bíblicos são citados para reforçar a importância dessas decisões para o amadurecimento espiritual e o desenvolvimento pessoal.
My presentation about an European Court of Justice Case about thin capitalization in UK. After analyzing the facts and the fiscal and economic aspects of the operation, the presentation gives the point of view of both the UK Government and the ECJ about the fiscal regime of Thin Cap in UK. The decision of the Court is against UK Thin Cap, since the fiscal regime represents a restriction in the freedom of establishment for non-UK resident parent companies deciding where to establish a subsidiary.
The document discusses a proposed EU directive on allowing companies to transfer their registered office across borders within the EU in a tax-neutral manner while maintaining corporate identity. It would allow companies to relocate without liquidating. The proposal outlines administrative processes for the transfer, including informing employees, submitting reports to shareholders on the implications, and approval by shareholders. It aims to balance free movement rights with legal and tax obligations. The directive could help realize freedom of establishment in the EU single market by facilitating cross-border corporate mobility.
Development of India's Carbon Credit Market.pptxmsounak95
Provides an overview of the development of Carbon Markets since Kyoto Protocol with a special focus on the compliance markets. It also explores the various global ETS instruments currently operational and its impact on the economy and corporates. It also examines the regulatory development of India's Carbon Credit Trading Scheme and provides critical analysis of various provisions.
The document summarizes key aspects of European Union treaties and taxation directives. It provides an overview of the history and objectives of the EU in establishing a single internal market and harmonizing taxes among member states through directives. Specific directives discussed include the Parent-Subsidiary Directive and Merger Directive, outlining their purpose of eliminating double taxation on cross-border distributions and restructurings between qualifying EU companies. Examples are given to illustrate how the directives apply to relieve double taxation in cross-border situations.
DAC6 has potential direct and indirect impacts on the business of Hong Kong based financial intermediaries.
The presentation highlights the requirements and way forward
VAT directive proposal: E-Invoicing Not Equal To Paper InvoicingFriso de Jong
This document provides a compromise text from the Presidency of the Council of the European Union regarding a proposal to amend Directive 2006/112/EC on value added tax (VAT) invoicing rules. The Presidency aims to balance control interests with reducing administrative burdens for businesses. It also tries to find a compromise on rules for electronic invoicing. The Presidency believes electronic invoicing is the future, and the compromise aims to set common rules for control while allowing technology-neutral rules to safeguard electronic invoice content. The Presidency hopes this will lead to agreement in the Tax Questions Group.
This lecture discusses the Revised Kyoto Convention (RKC) and whether it can harmonize customs procedures worldwide. It notes that while the RKC aims to simplify procedures, only 45 non-EU countries have signed it. The lecture also covers trade facilitation and examines the World Trade Organization's role through GATT Articles V, VIII and X. It concludes that while technology and organizations promote facilitation, full harmonization of customs declarations between countries remains a long-term goal.
This document discusses the OECD's BEPS project and its potential impact on small and medium enterprises. It provides an overview of the 15 actions under the BEPS project, including addressing tax challenges in the digital economy, limiting base erosion from interest deductions, and improving transparency through country-by-country reporting. While the changes are aimed at large multinational corporations, the document notes they could still affect SMEs through shifts in public opinion, tax authority stances, and domestic tax laws. The document also examines perspectives and initial responses to BEPS from several countries and regions, including Ireland, Luxembourg, the Netherlands, and the United States.
Legal shorts 19.06.15 including MiFID II and ESMA launches new strategyCummings
The document provides a weekly legal briefing on developments in the financial services industry from Cummings Law. It summarizes recent statements, reports and consultations from various regulatory bodies including ESMA, IOSCO, the European Commission, the FCA and the EBA on topics such as MiFID II implementation, ESMA's new strategy, EMIR frontloading rules, the Capital Markets Union, FCA's Project Innovate, equivalence of third country GAAP standards, and responses to consultations on remuneration guidelines and securities financing transactions. Readers are invited to contact the firm to discuss any of the points raised.
Legal shorts 06.11.15 including SM&CR authorised person definition for incomi...Cummings
Welcome to Legal Shorts, a short briefing on some of the week’s developments in the financial services
industry.
Listen to this week's Legal Shorts on CLTV by going to http://vimeo.com/cummingslaw
If you would like to discuss any of the points we raise below, please contact me or one of our other lawyers.
This document summarizes a presentation on EU customs classification. It discusses:
- The significance of accurate customs classification in determining duty rates and eligibility for trade measures.
- How classification is determined according to the Harmonized System and member state tariff nomenclatures.
- The large body of interpretive texts used in classification, including General Rules of Interpretation.
- Tools like Binding Tariff Information that importers can use to obtain certainty on classifications.
- Challenges like potential disputes between importers and customs authorities.
This document discusses EU freedoms and relevant case law. The four EU freedoms are freedom of establishment, free movement of capital, freedom to provide services, and free movement of workers. EU law can limit these freedoms if justified for reasons like tax avoidance, but any limitations must be proportionate. The document also discusses tensions between EU policy of reducing barriers to cross-border business and UK policy focused on maximizing tax revenue. A case study examines potential issues with a UK-established discretionary trust owning a company in Malta conducting business. State aid rules prohibit member states from granting aid that distorts competition; the document briefly discusses tax rulings cases against Fiat and Starbucks.
This document provides an introduction to international taxation and tax treaties. It begins with definitions of key concepts like globalization and international taxation. It then discusses tax treaties, including their objectives, evolution, models, and structure. The document outlines the prominent articles in tax treaties, including those related to definitions, distributive provisions, and anti-avoidance measures. It also discusses how tax treaties are interpreted and concepts like permanent establishment. Overall, the document aims to introduce fundamental aspects of international taxation and tax treaty frameworks.
Presentation discussed during the October 18th 2019 meeting of the International Tax Centre, Singapore. BEPS project, Pillar 1 analysis, the Italian situation and the steps taken at EU level
Legal Shorts 13.02.15 including G20 issues communique on financial services i...Cummings
This document provides a weekly legal briefing on developments in the financial services industry from Cummings Law. It summarizes upcoming events that Claire Cummings will participate in, including radio discussions and conferences on hedge funds and asset management. It also summarizes recent regulatory publications and actions from bodies like the G20, FSB, FCA, EU, and Investment Association on issues like "too big to fail" banks, derivatives reforms, transaction reporting guidance, proposals for a capital markets union, and discussions between the EU and Greece on their bailout agreement.
Corporate Sustainability Due Diligence Directive (CSDDD or the EU Supply Chai...Dr. Oliver Massmann
Corporate Sustainability Due Diligence Directive (CSDDD or the EU Supply Chain Law): A Comprehensive Analysis and Review of its Implications on Vietnam-based Companies
- The document seeks input on a possible model for introducing a VAT cost sharing exemption in the UK. It would allow businesses and organizations making exempt or non-business supplies to form groups to reduce costs.
- Key requirements that must be met for the exemption include: groups must be made up of independent entities, activities of members must include exempt or non-taxed activities, supplies shared between members must be "directly necessary" to exempt activities, and costs must be directly reimbursed without profit.
- Introducing the exemption could facilitate efficiency savings but also impact VAT receipts if current taxable outsourced services are brought in-house. The consultation aims to gather feedback on how to structure the
The new Union Customs Code (UCC) implemented by the European Union in 2016 aims to simplify and standardize customs procedures. It changes rules around authorized economic operators, valuation, tariff classification, registered exporters, bonded warehouses, and representation. While intended to facilitate trade, the UCC requires businesses to comply with new electronic filing requirements and other mandatory rules. Logistics providers like Damco are affected and can provide advice to help clients navigate the changes brought by the new code. The UCC will continue being phased in through 2020 as member states standardize national laws and customs systems become fully digital.
Efficient PHP Development Solutions for Dynamic Web ApplicationsHarwinder Singh
Unlock the full potential of your web projects with our expert PHP development solutions. From robust backend systems to dynamic front-end interfaces, we deliver scalable, secure, and high-performance applications tailored to your needs. Trust our skilled team to transform your ideas into reality with custom PHP programming, ensuring seamless functionality and a superior user experience.
SATTA MATKA DPBOSS KALYAN MATKA RESULTS KALYAN CHART KALYAN MATKA MATKA RESULT KALYAN MATKA TIPS SATTA MATKA MATKA COM MATKA PANA JODI TODAY BATTA SATKA MATKA PATTI JODI NUMBER MATKA RESULTS MATKA CHART MATKA JODI SATTA COM INDIA SATTA MATKA MATKA TIPS MATKA WAPKA ALL MATKA RESULT LIVE ONLINE MATKA RESULT KALYAN MATKA RESULT DPBOSS MATKA 143 MAIN MATKA KALYAN MATKA RESULTS KALYAN CHART
Cover Story - China's Investment Leader - Dr. Alyce SUmsthrill
In World Expo 2010 Shanghai – the most visited Expo in the World History
https://www.britannica.com/event/Expo-Shanghai-2010
China’s official organizer of the Expo, CCPIT (China Council for the Promotion of International Trade https://en.ccpit.org/) has chosen Dr. Alyce Su as the Cover Person with Cover Story, in the Expo’s official magazine distributed throughout the Expo, showcasing China’s New Generation of Leaders to the World.
𝐔𝐧𝐯𝐞𝐢𝐥 𝐭𝐡𝐞 𝐅𝐮𝐭𝐮𝐫𝐞 𝐨𝐟 𝐄𝐧𝐞𝐫𝐠𝐲 𝐄𝐟𝐟𝐢𝐜𝐢𝐞𝐧𝐜𝐲 𝐰𝐢𝐭𝐡 𝐍𝐄𝐖𝐍𝐓𝐈𝐃𝐄’𝐬 𝐋𝐚𝐭𝐞𝐬𝐭 𝐎𝐟𝐟𝐞𝐫𝐢𝐧𝐠𝐬
Explore the details in our newly released product manual, which showcases NEWNTIDE's advanced heat pump technologies. Delve into our energy-efficient and eco-friendly solutions tailored for diverse global markets.
AI Transformation Playbook: Thinking AI-First for Your BusinessArijit Dutta
I dive into how businesses can stay competitive by integrating AI into their core processes. From identifying the right approach to building collaborative teams and recognizing common pitfalls, this guide has got you covered. AI transformation is a journey, and this playbook is here to help you navigate it successfully.
Adani Group's Active Interest In Increasing Its Presence in the Cement Manufa...Adani case
Time and again, the business group has taken up new business ventures, each of which has allowed it to expand its horizons further and reach new heights. Even amidst the Adani CBI Investigation, the firm has always focused on improving its cement business.
SATTA MATKA DPBOSS KALYAN MATKA RESULTS KALYAN CHART KALYAN MATKA MATKA RESULT KALYAN MATKA TIPS SATTA MATKA MATKA COM MATKA PANA JODI TODAY BATTA SATKA MATKA PATTI JODI NUMBER MATKA RESULTS MATKA CHART MATKA JODI SATTA COM INDIA SATTA MATKA MATKA TIPS MATKA WAPKA ALL MATKA RESULT LIVE ONLINE MATKA RESULT KALYAN MATKA RESULT DPBOSS MATKA 143 MAIN MATKA KALYAN MATKA RESULTS KALYAN CHART
NIMA2024 | De toegevoegde waarde van DEI en ESG in campagnes | Nathalie Lam |...BBPMedia1
Nathalie zal delen hoe DEI en ESG een fundamentele rol kunnen spelen in je merkstrategie en je de juiste aansluiting kan creëren met je doelgroep. Door middel van voorbeelden en simpele handvatten toont ze hoe dit in jouw organisatie toegepast kan worden.
Unlocking WhatsApp Marketing with HubSpot: Integrating Messaging into Your Ma...Niswey
50 million companies worldwide leverage WhatsApp as a key marketing channel. You may have considered adding it to your marketing mix, or probably already driving impressive conversions with WhatsApp.
But wait. What happens when you fully integrate your WhatsApp campaigns with HubSpot?
That's exactly what we explored in this session.
We take a look at everything that you need to know in order to deploy effective WhatsApp marketing strategies, and integrate it with your buyer journey in HubSpot. From technical requirements to innovative campaign strategies, to advanced campaign reporting - we discuss all that and more, to leverage WhatsApp for maximum impact. Check out more details about the event here https://events.hubspot.com/events/details/hubspot-new-delhi-presents-unlocking-whatsapp-marketing-with-hubspot-integrating-messaging-into-your-marketing-strategy/
Best Competitive Marble Pricing in Dubai - ☎ 9928909666Stone Art Hub
Stone Art Hub offers the best competitive Marble Pricing in Dubai, ensuring affordability without compromising quality. With a wide range of exquisite marble options to choose from, you can enhance your spaces with elegance and sophistication. For inquiries or orders, contact us at ☎ 9928909666. Experience luxury at unbeatable prices.
4. OVERVIEW
Date
4 Titre de la présentation
What is a cross-border merger?
The EC Directive
Reasons for merger
EU Merger Directive for tax
Requirements for a cross-border merger
Issues arising from implementation of Directive
Uses of cross-border mergers
Corporate migration in Europe
– the next steps?
5. ACQUISITION - V - MERGER
Date
5 Titre de la présentation
Acquisition
A
1.
2.
A acquires B’s shares
3.
Hive up assets (and liabilities?)
4.
Wind up (or liquidate) B
A B
B
A
B
A
B
6. ACQUISITION - V - MERGER
Date
6 Titre de la présentation
Merger
1. 2.
Transfer of all assets and
liabilities….
3.
….and B dissolved without
liquidation
A A AB B
7. FIVE MAIN DRIVERS OF CROSS-BORDER MERGERS
Synergies and business strategy
Reducing organisational costs
Minimising costs of regulatory compliance
Tax planning
Business-friendly regulatory environment
Date
7 Titre de la présentation
8. ACQUISITION OR MERGER?
Acquisition
Transfer at fair market value and immediate taxation over hidden reserves / capital gains are
fully taxed
Merger
Roll-over relief
Fiscal book values of the assets and liabilities need to be adopted
Transfer of going concern / enterprise may be exempt from VAT
Tips & Tricks
Choice also depends of (i) amount of assets as each asset needs to be transferred separately
(sale contract versus ‘legal title’); (ii) industry sector: are there hidden reserves or not; (iii) does
the company benefit from higher depreciation potentials?
Date
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9. EU MERGER DIRECTIVE (1990/434/EEC, 2009/133/EC)
Cross-border mergers, (partial) divisions, transfers of assets and exchanges of shares may be
necessary in order to ensure the effective functioning of an internal market
Such operations ought not to be hampered by restrictions, disadvantages or distortions – thus
disadvantages are removed within the EU / EEA
Scope of the Directive mergers, (partial) divisions, transfer of exchange of shares
Transformation of the transferring company into a permanent establishment (p.e.) of the
company receiving the assets or connected with an existing p.e.
Deferral of taxation of the capital gains until actual disposal
Company of an EU / EEA member state, takes one of the forms in the Annex, tax resident
within the EU / EEA and subject to one of the taxes listed in the Annex
Date
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10. EU MERGER DIRECTIVE (1990/434/EEC, 2009/133/EC)
Definitions of article 2
Payment not exceeding 10% of the nominal value (article 2, paragraph b)
Carry-over of balance-sheet values (article 4)
Carry-over of provisions (article 5)
Transfer of losses (article 6)
No taxation of shareholder in case of transfer of balance-sheet values (article 8)
SE / SCE registered office transfer (article 12)
Anti-abuse measures (article 15) – (one of) its principal objectives is tax evasion or tax
avoidance, reduction of employee representation
Date
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11. EU MERGER DIRECTIVE (1990/434/EEC, 2009/133/EC)
Date
11 Titre de la présentation
DateTitre de la présentation
UK LTD
‘receiving
company’
Dutch
p.e.
NL BV
‘transferring
company’
12. SEVIC SYSTEMS AND THE EC DIRECTIVE
Sevic Systems (ECJ 2003)
Freedom of establishment – Arts. 43 and 48 EC Treaty (now Arts.49 and 54 TFEU)
Third Company Law Directive 78/855/EEC – “Domestic Mergers Directive”
EU Commission’s aim to facilitate carrying out of cross-border mergers
Tenth Company Law Directive 2005/56/EC – implement by 15 Dec 2007
Date
12 Titre de la présentation
“cross-border mergers shall only be possible
between types of companies which may
merge under the national law of the relevant
Member States”
Art 4(1)(a) Directive 2005/56/EC
15. THREE TYPES OF CROSS-BORDER MERGER
Date
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1. Merger by absorption
2. Merger by absorption of wholly-owned subsidiary
3. Merger by formation of new company
Newco
A
A
A
B
B
B
16. OUTLINE OF CROSS-BORDER MERGER
Draft terms of merger
Directors’ report
Independent expert’s report on valuation
Shareholder meeting of each merging company
Pre-merger certificate from “competent authority” in each Member State
Confirmation of merger from competent authority in Member State of surviving entity
Employee participation/special negotiating body – extends the timetable
Date
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17. UK METHOD OF MERGER
Can UK companies merge under domestic law?
UK “scheme of arrangement”
Court can sanction compromise or arrangement
between company and (i) class of creditors or (ii)
class of members
Requires majority in number representing 75 % in
value
Court discretion - “the [scheme] proposal is such
that an intelligent and honest man, a member of the
class concerned, acting in respect of his interests
might reasonably approve” (Re Dorman Long & Co
[1934])
Date
17 Titre de la présentation
It’s Merger, Jim, but not as we know it …
18. UK SCHEME OF ARRANGEMENT
Alternative to takeover offer
75% majority, rather than 90% acceptances for “squeeze-out”
“cancellation” scheme avoided stamp duty (but now repealed)
Extra powers for court to make provision (s.900 CA 2006)
transfer to transferee company of whole or part of undertaking and of property or liabilities
of transferor
“…the dissolution, without winding up, of any transferor company”
Part 27 Companies Act 2006 implements Third Company Law Directive – but relies on scheme
of arrangement
Impact Assessment – anticipated take-up of CBMs of “less than 1%”
But
ITAU BBA International Ltd [2012] - section 900 and Part 27 a “dead letter”
Date
18 Titre de la présentation
19. UNIVERSAL SUCCESSION
Universal succession not recognised in
English law? National Bank of Greece and
Athens SA v Metliss [1958]
Can universal succession merger exist
between two English companies?
Nokes v Doncaster Amal. Collieries [1940]
Part VII FSMA 2000 – schemes for
insurance portfolio transfers
Likely approach of English courts to CBM?
Allow the transfer…but transferee
inherits the breaches
Easier for UK company to merge under
EU law than under UK law!
Date
19 Titre de la présentation
20. DIFFERENT TYPES OF “COMPETENT AUTHORITY”
Date
20 Titre de la présentation
23. ACCOUNTING TIME FRAMES
Effective legal date (“registration date”)
Accounting date (“decisive date”)
Date
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24. COMMUNICATION BETWEEN NATIONAL REGISTRIES
“[T]he registry for the registration of
the company resulting from the
cross-border merger shall notify,
without delay, the registry in which
each of the companies was required to
file documents that the cross-border
merger has taken effect. Deletion of
the old registration, if applicable, shall
be effected on receipt of that
notification, but not before.”
Article 13, Cross-Border Mergers Directive
Date
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25. USES OF CROSS-BORDER MERGERS
Avoids taxable distribution to shareholders on liquidation?
Arm’s length commercial mergers? (Not in the UK – Nokes)
Automatic dissolution – no need for parent indemnities etc.
Legal entity rationalisation – remove dormant subsidiaries without winding up: cheaper; more
certain; do not require creditor consents
Migrate business from one country to another?
Date
25 Titre de la présentation
26. BARRIERS TO MIGRATION
Incorporation theory - v - real seat theory
Daily Mail (1988) – Member State may restrict
outbound migration
Centros (1999), Uberseering (1999),
Inspire Act (2003) – death of real seat theory?
Cartesio (2008) affirmed Daily Mail,
but possibility for company to convert
itself into company governed by
another member state
Vale Costruzioni (2012) –
principle of equivalence for inbound
conversions (what is “conversion?”)
Date
26 Titre de la présentation
27. TRANSFER OF CORPORATE SEAT
Result of Cartesio and Vale?
Member State can restrict
outbound, but not inbound
migration?
Use of a Societas Europaea?
Public company
Employee participation in
management
Draft directive on the cross-border
transfer of a company’s registered
office 14th Company Law Directive (shelved)
Date
27 Titre de la présentation
29. EUROPEAN COURT OF JUSTICE – TAX DEVELOPMENTS (1)
Date
29 Titre de la présentation
Access to the
Treaty?
Discriminate or
restrict?
Justification?
Necessary?
Adequate to obtain
its objective?
No appeal to EU-law
No conflict with EU-law
In conflict with EU-law
In conflict with EU-law
No conflict with EU-law
No
No
No
No
Yes
30. EUROPEAN COURT OF JUSTICE – TAX DEVELOPMENTS (2)
De Lasteyrie du Saillant (no. C-9/02)
N (no. C-470/04)
National Grid Indus (no. C-371/10)
European Commission / Republic Portugal (no. C-38/10)
European Commission / Kingdom Spain (no. 269/09)
Finanziaria di Diego della Valle & C. SapA – Administration des contributions en
matière d’impôts (no. C-380/11)
European Commission – Kingdom of the Netherlands
(no. C-301/11)
European Commission – Kingdom Spain
(no. C-64/11)
European Commission – Kingdom Denemark (no. C-261/11)
DMC Beteiligungs-gesellschaft mbH – Finanzamt Hamburg-Mitte (no. C-164/12)
Arcade Drilling AS (no. E-15/11)
Date
30 Titre de la présentation
31. EUROPEAN COURT OF JUSTICE – TAX DEVELOPMENTS (3)
National Grid Indus
a company that wish to transfer its place of effective management outside the Netherlands is
placed at a disadvantage in terms of cash flow compared to a similar company retaining its
place of effective management in the Netherlands
Imposing a tax assessment upon the transfer of a seat is justified in order to divided the power
to tax between member states and to maintain the coherence of the tax system
HOWEVER; IMMEDIATE TAX COLLECTION WITHOUT THE OPTION OF TAX COLLECTION
AT THE MOMENT OF REALISATION COULD NOT BE JUSTIFIED
National legislation should offer the choice between immediate payment or deferred payment,
possibly together with (i) interest, (ii) certainties and (iii) administrative conditions
Date
31 Titre de la présentation
32. SEAT TRANSFERS – A TAX POINT OF VIEW – COMPANY LAW
Date
32 Titre de la présentation
State RS IS State RS IS State RS IS
Austria x Germany x Poland x
Belgium x Greece x Portugal x
Bulgaria x Hungary x Romania x
Croatia x Ireland x Slovakia x
Cyprus x Italy x Slovenia x
Czech x Latvia x Spain x
Denmark x Lithuania x Sweden x
Estonia x Luxemb. x UK x
Finland x Malta x Iceland x
France x NL x Norway x
33. SEAT TRANSFERS – A TAX POINT OF VIEW – TAXATION / EU
BREACH
Date
33 Titre de la présentation
State T EU State T EU State T EU
Austria Maybe Yes Germany Yes Yes Poland No No
Belgium Yes Yes Greece ? ? Portugal Yes Yes
Bulgaria No No Hungary No No Romania No No
Croatia No No Ireland Yes Yes Slovakia Yes Yes
Cyprus No No Italy Yes Yes Slovenia No No
Czech Maybe No Latvia No No Spain Yes Yes
Denmark Yes Yes Lithuania ? ? Sweden Yes Yes
Estonia No No Luxemb. Yes Yes UK Yes Yes
Finland Yes Yes Malta No No Iceland ? ?
France Yes Yes NL Yes Yes Norway Yes Yes
34. SEAT TRANSFERS – A TAX POINT OF VIEW – DEFERRAL /
INSTALL
Date
34 Titre de la présentation
State DEF Years State DEF Years State DEF Years
Austria Not al. No Germany No 5 Poland No No
Belgium No No Greece n.a. n.a. Portugal Yes 5
Bulgaria No 7 Hungary No No Romania No No
Croatia No No Ireland Yes 6 Slovakia No No
Cyprus No No Italy Yes 10 Slovenia No No
Czech No No Latvia No No Spain Yes No
Denmark No No Lithuania n.a. n.a. Sweden Yes 5/10
Estonia No No Luxemb. No No UK Yes 6
Finland No No Malta No x Iceland No n.a.
France No 5 NL Yes 10 Norway Not al. No
35. FRUIT FOR THOUGHTS – GOING TO THE NEXT LEVEL
Transfer of the place of effective management from one country to another (within the EU, EEA
and beyond – non-discrimination)
Article 4 paragraph 3 of the OECD Model Tax Convention on Income and on Capital (standard
tie breaker clause)
Article 4 paragraph 4 of the tax treaty concluded by and between the United Kingdom and the
Netherlands
Mutual Agreement Procedure (MAP)
Phases: period before and after Mutual Agreement Procedure (MAP)
Seat transfer from Delaware via Curacao to Netherlands (and vice versa) ?
US Inversions ?
Date
35 Titre de la présentation
36. Date
36 Titre de la présentation
CROSS-BORDER
MERGERS &
CORPORATE
MIGRATION
WITHIN
EUROPE
Paul Lester
Cripps LLP
paul.lester@cripps.co.uk
+44(0)1892 506 336
Dick Van Sprundel
Mazars
Dick.vanSprundel@mazars.nl
+31 (0) 88 277 16 17