Course outline

Day 1 – Taxation of Multinational Global Treasuries, In-house Banking, and Financial Institutions
Banking and Finance Background
o Major countries
o Major transaction types
o Largest banks
o Bank capital and use of branches
o Global treasury and in-house banking
Banking and Finance Regimes
o Tax issues for interest, dividends and royalties
o Indirect taxes – VAT and state taxes
Country Tax Regimes – Examples and Selected Issues
o Australia
o Brazil
o France
o Germany
o Hong Kong
o India
o Japan
o Singapore
o Switzerland
o United Kingdom
o United States
Bank Capital Structures
o Changing capital requirements
o Tax planning – Hybrid debt and deductions
Bank structures and tax planning
o Local country branches
o Group financing entities
o Offshore funding
In House Banking
o Group treasury centres
o Terms and conditions
o Withholding taxes and credits
o Permanent establishments
o Head office expense allocation – Shared service centres
o Cost sharing
o Tax grossing up
o Credit recovery
Capital Gains and Bank Transactions
o Holding companies
o Offshore holding companies
o Treaty protection
o Tax treaty example – Netherlands
o Tax Treaties and indirect transfers – Australia
o Example – India – Vodafone Case
Tax Due Diligence
o Buyers information request List
o Tax due diligence
o Accounts and deferred tax
Intellectual Property
o IP holding structures
o Contract R&D
o Switzerland
o Netherlands
o Luxembourg
o United Kingdom
o Brazil
Bank Financing
o Hybrid Securities
o Sale and repurchase (Repo) – USA and UK
o Interest on share equity – Brazil
o Balance sheet securities – India
o Limited partnership – China
o Deductions – Subordinated debt capital
o Example – Australia – St George Bank Case
Thin Capitalization
o Country examples
o Thin capitalization – Issues and planning
Controlled Foreign Corporation (e.g. US Subpart F)
o Country examples
o Issues and planning
Profit Repatriation and Planning
o Branches and head office costs
o Subsidiaries and dividends
o Capital gains
o Technical service and administration fees
Tax Treaty Issues
o Treaty shopping
o Germany and Switzerland – Domestic anti treaty abuse
o USA – Limitation on benefits
o Beneficial ownership
o Example – China – STA Circular 601 [2009]
Finance Crisis and Bank Regulation Changes
o Increasing capital requirements
o Bank restructures and tax losses
o Tax issues with bank recovery plans
o Bank reorganization
o Retention of tax losses
o Deductions on debt restructuring
Bank Structuring
Major Case Studies
o Multinational group’s treasury and in-house banking restructure
o Bank’s global recapitalisation restructure
Day 2 – Corporate Finance Products
Client Financing Methods
o Corporate loans
o Corporate bond issues
o Convertible debt
o Loan subordination and credit risk
o Client equity issues
Project Financing
o Equity and debt
o Deduction timing
o Recourse and non recourse loans
o Investor issues
o Sale and leaseback
o Singapore example
o Assets and leasing
o Tax treaty Issues
o Leasing into the USA
o Leasing into Brazil
Tax credits and tax sparing
Islamic Financing
o Basic concepts
o Mark up sales
o Profit sharing investment
o Partnership
o Asset based instruments
o Leasing
o Mutual risk pooling
Debt Restructure
o Debt discounting
o Debt for equity swaps
Investment Banking
o Introduction – M&A, bonds and share, securitization, derivatives
Mergers and Acquisitions
o Commercial Issues
o Client investment structures
o Debt push down
o Bank security and buyers tax risks
o Client interest tax gross up clauses
o Tax credit limits and recovery
Bond and Share Issues
o Commercial issues
o Collateralised debt obligations
o Tax issues
o Finance crisis and current market
o Internal structures and tax planning
o Commercial issues
o Options
o Forwards
o Swaps
Major Case Studies
o Client asset financing and tax treaties
o Funding client’s global M&A
Group Planning Discussion
Closing Comments