Tax neutral merger possible in Belgium in case of negative accounting net equity
When a merger is performed between two Belgian legal entities whereby the acquired company has a negative accounting net equity, the question pops-up whether such merger is possible and feasible to perform tax-free. Given that Belgian law does not explicitly require a positive net equity, it can be assumed a contrario that a merger should
Limitation of tax losses in case of partial demerger
A partial demerger is a transaction whereby part of the assets and liabilities of the partially demerged company are transferred to another (acquiring) company, which (in principle) issues shares to the parent company of the partially demerged company. In case of a tax-neutral partial demerger, the carried forward tax losses of the partially demerged company
VAT deduction on deal fees for an aborted transaction
Ryanair incurred considerable deal fees in relation to an envisaged takeover of a competitor. The takeover failed. Ryanair claimed input VAT deduction on the professional costs incurred based on its intention to perform taxable transactions with input VAT credit. In relation to deal fees, generally, input VAT deduction is allowed if management services against consideration
Belgian tax reform: impact on M&A
The Belgian government has reached an agreement on an important tax, economic and social reform package. The contemplated changes aim to boost the Belgian economy through an investment friendly climate, but could also significantly impact deal structuring and due diligence processes. The highlights of the contemplated tax reform are the gradual reduction of the Belgian corporate
Lost in Transactions – Your one-stop guide for everything you need to know about BEPS and M&A
We are pleased to announce that M&A Tax & Legal Services just finalised a publication which will guide you in everything you need to know about BEPS and M&A. ‘Lost in transactions’ is a practical guide to managing M&A deals in today’s global, digital world. Please find more information and the PDF version of the
Have you considered the VAT impact when dealing with Transactions?
In today’s tax world, considering VAT in a timely manner is key to limiting the negative impact it can have on your transaction budget. VAT on transactions can lead to either VAT savings or a VAT burden depending on various factors. Recent developments in EUCJ case law that allows VAT deduction for active management holding
Fund structuring – Impact of BEPS
One of the most important decision-making factors that an asset manager (General Partner – GP) considers in setting up a fund is to ensure that the investment structure is tax neutral for its investor (Limiter Partners – LPs) and provides for the most reliable regulatory framework. The complexity of setting up international investment vehicles pooling
Management exit considerations: capital gains tax treatment
Retaining and incentivising the management of portfolio companies is key for private equity firms. Managers will thus invest alongside with investors and enter into some incentive arrangements. At a future exit, they may then expect to walk away from their investment with a significant return. Belgian managers may invest through a personal holding company or
