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European Long Term Investment Fund: New Investment Vehicle to Change the Long Term Investment Lanscape in the EU to Benefit Corporates

On April 20, the Council adopted the final text of a regulation aimed at establishing a new collective investment vehicle, the so-called European Long-term Investment Fund (“ELTIF”). The rational of this innovative addition to the traditional investment vehicles in the EU was the need to increase the available funds for long-term investment in Europe, while providing investors with considerable long term, stable returns.  More ›

MLD4: A New Era in the Anti-Money Laundering Landscape for Credit and Financial Institutions in the EU

On April 20, 2015 the Council adopted its position at first reading on new rules aimed at preventing money laundering and terrorist financing. The legislative package consists of a Directive (commonly referred to as “Money Laundering Directive 4” or “MLD 4”) and a  Regulation (“the Wire Transfer Regulation”) and is aimed at strengthening the EU’s anti-money laundering regime and ensuring consistency with internationally acceptable standards and practices. Recommendations by the Financial Action Task Force (“FATF”) were followed, while stricter rules were adopted vis-à-vis specific issues.  More ›

Dentons & McKenna Long to Merge, Giving Clients a Competitive Edge

Dentons & McKenna partners approve merger. Learn more about how clients inside the US will gain unrivaled access to markets around the world and international clients will enjoy increased strength and reach across the US.  

Topics: Combination

European Commission’s Green Paper on Building a Capital Markets Union: A New Era for European Infrastructure

On February 18, 2015 the European Commission released its Green Paper on Building a Capital Markets Union (“the Green Paper”). By acknowledging the need for the establishment of unified capital markets and assessing the status of capital markets in the EU, while setting out specific policy priorities, the Green Paper constitutes a tremendous opportunity for international infrastructure companies  to secure the financially viability of their projects in Europe.  More ›

Potential Pitfalls for Private Equity under the ACA

Under the Affordable Care Act, employers with 50 or more full-time employee equivalents (“FTEs”) could be subject to a penalty if they do not offer adequate health coverage to their full-time employees (generally, those expected to work at least 30 hours per week). Under a special transition rule, employers with less than 100 FTEs may delay their compliance until 2016 if they satisfy certain requirements. The penalties under this “employer mandate” can add up quickly, at a rate of $2,000 to $3,000 per full-time employee.

Private equity firms should take note that the “controlled group” rules used in determining the employer for ACA purposes could potentially combine their fund and their portfolio companies, or combine multiple portfolio companies, as one single employer group. To protect against the risk of ACA employer mandate liabilities, private equity firms (and buyers in general) should review their current structures and update their acquisition diligence and procedures. 

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Recent Belgian Constitutional Court Judgment Strikes Down Retroactive Tax Increase For Collective Investments

On January 22, 2015, the Belgian Constitutional Court delivered a judgment (Case no. 1/2015) in a case opposing a Luxembourgish company “Robeco Capital Growth Funds, SICAV” to the Belgian State (“Robeco Capital Growth case”). Robeco Capital Growth Funds had requested the annulment of Article 106 of the Belgian Act of 17 June 2013 containing tax and financial provisions relating to sustainable development. That legislative provision increased the annual tax rate applicable to undertakings for collective investment (“Belgian Subscription Tax”) from 0.08% to 0.0965% with effect as from January 1, 2013 and to 0.0925% with effect as from January 1, 2014. Article 106 (“the disputed provision”) was intended to amend the Belgian Inheritance Code.

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Most Recent EU Sanctions Against Russia: Impact on EU Capital Markets and the Financial Service Industry

On July 31, 2014, the EU adopted Regulation 833/2014 (“Regulation 833”) Council Decision 2014/512/CFSP concerning restrictive measures in view of Russia's actions destabilizing the situation in Ukraine, targets particularly Russia’s financial sector, by restricting access to the EU capital markets for certain state owned Russian financial institutions. The Regulation 833’s restrictions are immediately applicable pursuant Article 13 (a) within the territory of the Union; (b) on board any aircraft or any vessel under the jurisdiction of a Member State; (c) to any person inside or outside the territory of the Union who is a national of a Member State; (d) to any legal person, entity or body, inside or outside the territory of the Union, which is incorporated or constituted under the law of a Member State; and (e) to any legal person, entity or body in respect of any business done in whole or in part within the Union. 

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Belgian Real Estate Company: A New Vehicle For The REIT Sector In Europe

On May 12, 2014, the Belgian legislature adopted the Act on the Regulated Real Estate Company (the "Act"), which was followed by the implementing Royal Decree of July 13, 2014 (the "Royal Decree"), introducing to the Belgian legal order a new real estate vehicle: the Regulated Real Estate Company or Société Immobilière Réglementée /Gereglementeerd Vastgoed Vennootschap) ("SIR/GVV").  

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International Taxation in Cross Border Transactions: The Recent Work of the Joint Transfer Pricing Forum

On June 4, the European Commission (“the Commission”) published a Communication to the European Parliament, the Council and the European Economic and Social Committee on the work of the EU Joint Transfer Pricing Forum (“JTPF”) in the period from July 2012 to January 2014. The JTPF was set up by the Commission in 2002 as an important source to its work on improving the practices of transfer administration and functioning in the EU in the context of international taxation of cross border transactions. The Communication addresses three different aspects of transfer pricing through three annexed reports respectively:

Secondary Adjustments: The report includes an assessment of secondary adjustments as differently applied in some Member States in order to allow for profit allocation between consecutive transactions. Secondary adjustments might lead to double taxation, thus Member States which have not made such a measure mandatory under applicable legislation, are advised not to use it. The report suggests that secondary adjustments can be re characterized as constructive dividends or constructive capital contribution pursuant to the Parent Subsidiary Directive (Council Directive 2011/96/EU of 30 November 2011 on the common system of taxation applicable in the case of parent companies and subsidiaries of different Member States) and operate as such.

Transfer Pricing Risk Management: The report includes advice on managing transfer pricing risks by adequate cooperation between the tax payer and the tax authorities as well as by proper identification of high and low risks areas, through the use also of special tools such as the exchange of information, common working procedures for audits, a common documentation standard under the Code of Conduct on transfer pricing documentation for associated enterprises in the EU and the dispute resolution mechanism provided by the EU Arbitration Convention. The latter provides for the procedure to resolve disputes, where double taxation occurs between enterprises of different Member States as a result of an upward adjustment of profits of an enterprise of one Member State.

Compensating adjustments: Different practice between Member States with respect to compensating adjustments may result in double taxation or double non-taxation. To that end, the relevant report suggests that Member States should only accept compensating adjustments initiated by the taxpayer, if the taxpayer satisfies certain conditions such as reporting of the price of the transaction to each Member State concerned, historical consistency in approach by the taxpayer, ability to explain differences between forecasts and actual results etc.

The Commission invites the Council to endorse the three reports annexed to the non binding in nature Communication and the Member States to implement the recommendation provided therein in their national legislation. All in all, the JTPF has produced considerable work over the years in the field of transfer pricing in the EU and its recommendations and their subsequent implementation in the different Member States should be closely and frequently observed by U.S. and multinational corporations (and their tax departments) alike operating in Europe to allow for efficient and compliant tax payments in accordance with adequate pricing of cross border transactions.

Chambers USA and The Legal 500 United States Recognize MLA in Corporate/M&A and Tax

MLA has once again been ranked by Chambers USA in the area of Corporate/M&A in Georgia. Wayne Bradley, Ann-Marie McGaughey, David Brown and Jeremy Silverman were recognized individually for their accomplishments. Chambers respondents noted MLA’s "Exceptional performance - they bring a team approach with a number of experts," and that MLA is "A top firm that provides legal services in a responsive manner."

Also, The Legal 500 United States ranked MLA in the M&A: Middle Market category. The Legal 500 noted MLA “knows how to get deals closed in the clients’ best interests. The team offers quick timing, industry expertise, and the ability to work with complex transactions and complex personalities.”

MLA attorneys recognized by The Legal 500 in this practice area include:

  • Kristen Beystehner
  • Joseph Blanco
  • Wayne Bradley (named an elite “Leading Lawyer” for fifth year in a row in this practice area)
  • David Brown
  • Mick Cochran
  • Chad Ensz
  • Jeff Haidet
  • David Ivey
  • Kurt Kicklighter
  • Mark Lange
  • Ann-Marie McGaughey
  • Kellie Newton
  • Scott Rafshoon
  • Michael Rule
  • Jeremy Silverman
  • Dan Titelbaum
  • Bob Tritt
  • Tom Wardell
  • Tony Williams

Also ranked, was Nora Wouters, in Europe, the Middle East, and Africa for Banking, finance and capital markets.

Congratulations to everyone ranked!