The course covers the full scope of M&A focusing on various techniques that should be in place in order to successfully take over a business. In particular, in considering the tax effects of cross-border M&A transactions, an analysis of the various tax rules that come into play will be made, including (i) the international rules of a domestic tax law system, (ii) the applicable provisions of double tax treaties and (iii) the interaction of domestic tax law provisions and tax treaties at the supranational level.

The most common structures used to efficiently finance an M&A deal from a tax perspective will be presented too. Further, an in-depth analysis of the tax issues arising from the implementation of the most common cross-border corporate financing techniques will be provided. The course offers an extensive illustration of tax structuring through debt financing and hybrid instruments and will end with a case study to enable participants to gain confidence in applying the skills acquired during the course.

08.30 - 09.00 Registration

09.00 - 09.20 Welcome and IBFD Overview

09.20 - 11.00 The Categorization of International M&A Transactions
(Fabiola Rossi & Alfonso Rivolta, Bonelli Erede Pappalardo, Italy)

- Base categories of M&A transactions
- Legal merger
- Legal de-merger
- Exchange of shares
- Transfer of assets in exchange for shares
- Sale of assets
- Spin-off transactions

11.00 - 11.20 Break - Refreshments

11.20 - 12.45 Key Direct Tax Principles of M&A Transactions
(Fabiola Rossi & Alfonso Rivolta)

- Overview of the tax factors
- Share deal vs. asset deal
- Merger and de-merger
- Transfer of assets
- Exchange of shares
- Transfer pricing main issues

12.45 - 14.00 Lunch

14.00 - 15.20 Tax Due Diligence Activities in M&A Transactions
(Fabiola Rossi & Alfonso Rivolta)

- Scope and types of due diligence processes
- Tax due diligence
• Assessing the tax risks: key risk areas
• Negotiating conflicts and reducing the tax cost of the deal
• Planning the best post-deal tax structure
- Contractual protections - warranties and indemnities

15.20 - 15.40 Break - Refreshments

15.40 - 17.00 Tax Aspects of Cross-Border Private Equity Acquisitions
(Olaf van der Donk, Allen & Overy, the Netherlands)

- Private equity acquisitions vs. industry buyers
- Leverage
- Sweet equity structure
- Carried interest structure

Day 2


09.00 - 10.40 Acquisition Tax Planning
(Paulus Merks, DLA Piper, the Netherlands)

- Boundaries of tax planning
- Financing M&A deals
- Debt push down
- Creditor’s position
- Extra dips
- Thin cap planning
- Withholding tax planning
- Cash repatriation

10.40 - 11.00 Break - Refreshments

11.00 - 12.45 Acquisition Tax Planning (continued)
(Paulus Merks)

12.45 - 14.00 Lunch

14.00 - 15.20 The Effect of EU Law and ECJ Decisions on International M&A
(Willem Vunderink, KPMG, the Netherlands)

- Impact of EU tax law on M&A transactions
- The Merger Directive
• Personal scope
• Transactions covered
• Taxation of the entities involved
• Procedural aspects and anti-abuse provisions
- ECJ Case Law in the field of cross-border M&A transactions


15.20 - 15.40 Break - Refreshments

15.40 - 17.00 The Effect of EU Law and ECJ Decisions on International M&A
(Willem Vunderink)




Day 3


09.00 - 10.40 Tax Structuring through Debt Financing
(Marcello Distaso, Baker & McKenzie, the Netherlands and Paul Halprin, Baker & McKenzie, the Netherlands)

- Debt vs. equity
- Back-to-back arrangements
- Use of finance companies
- Use of hybrid entities
- Relevant tax treaties and EU legislation
- Case studies

10.40 - 11.00 Break - Refreshments

11.00 - 12.45 Tax Structuring through Hybrid Instruments
(Marcello Distaso and Paul Halprin)
- Introduction
- Hybrid financial instruments as a corporate financing tool
- Advantages of hybrid financial instruments
• Regulatory, accounting and tax Aspects
- Tax treaty aspects

12.45 - 14.00 Lunch

14.00 - 15.40 Anti-Avoidance Rules
(Marcello Distaso and Paul Halprin)

• Tax planning, tax avoidance, and tax evasion
• Domestic anti-avoidance rules
• Treaty anti-avoidance rules
• Other means to protect the taxable base

15.40 - 16.00 Break - Refreshments

16.00 - 17.00 Case Study
(Marcello Distaso and

Fabiola Rossi & Alfonso Rivolta, Bonelli Erede Pappalardo, Italy; Olaf van der Donk, Allen & Overy, the Netherlands; Paulus Merks, DLA Piper, the Netherlands; Willem Vunderink, KPMG, the Netherlands; Marcello Distaso, Baker & McKenzie, the Netherlands and