Representing Chinalco in its acquisition of a 12% stake in Rio Tinto and subsequently in its proposal to increase its stake in Rio Tinto to 18% and to invest directly in Rio Tinto’s iron ore, aluminium and copper businesses
Mallesons’ tax team advised Chinalco on the Australian tax aspects of the proposed investments and acquisitions with Rio Tinto.
Lead tax partner: Justin Cherrington.
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National Australia Bank Limited $3bn capital raising
The tax team advised NAB on the tax aspects of its A$3bn share placement and share purchase plan. The capital raising was one of the most significant and successful in recent times in the Australian market.
Lead tax partners: Phillip Davies and David Wood.
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Acting for GM Holden in the refinancing of HRV6 Engine Plant
Mallesons’ tax team achieved an excellent result for GM Holden with respect to taxation. This included assisting GM Holden in the structuring of the transaction, negotiating and documenting the tax provisions in the financing documents with the financier.
Lead tax partners: Phillip Davies and David Wood.
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Sale of the Consumer and Pharmacy Business by Primary Health Care Limited
Advisor to Primary Health Care Limited on its A$2.1 billion takeover of Symbion Health Limited (Symbion). Mallesons’ tax team assisted by advising in relation to the sale, which included the consequences of the sale post acquisition, the negotiation of the sale documents to effect the sale and assistance in completion.
Lead tax partner: Justin Cherrington.
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Purchase by Queensland Investment Corporation of interests in Westlink (M7) motorway
Advisor to Queensland Investment Corporation on its purchase of interests in the Westlink (M7) motorway. Mallesons’ tax team undertook a review on the tax position under the existing structure, and advised on the tax implications associated with the proposed structure and acquisition of interests in the new ownership group (Western Sydney Roads Group).
Lead tax partner: Judy Sullivan.
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Macquarie Investment Management Limited
The matter involved a close consideration of the complex new tax laws for superannuation funds and pensioners. Necessarily, it needed to draw on our knowledge and experience of general law concepts (such as the nature of a beneficiary's interest in a trust) and also our knowledge and experience of the regulatory environment for superannuation funds.
Our advice assisted Macquarie to reconfigure their administration platform in way which is compliant with the new laws and also provides clients with significantly enhanced flexibility in commencing a pension when funded from multiple sources.
Lead tax partners: John Edstein and Karen Rooke (Special Counsel).
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GE sale of Wizard Home Loans
Mallesons’ tax team advised on the stamp duty and GST issues associated with the sale of a large home loan lending business operating Australia wide. This involved considering the totality of the assets being transferred.
Lead tax partner: Peter Fogarty.
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Advised Westpac Banking Corp in the restructure of credit card arrangements with Virgin Money
Advisor to Westpac on the restructure and termination of a co-branded credit card with Virgin Money. Mallesons’ tax team assisted Westpac in restructuring and negotiating the restructure arrangement with Virgin Money to achieve Westpac’s commercial objectives.
Lead tax partners: Phillip Davies and Frank Brody.
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Acted for British Gas (BG) in its investment in a significant Australian LNG Gas Project
Advisor to BG on entering into an $8 billion Liquefied Natural Gas Project with Queensland Gas both before and after the BG takeover of Queensland Gas. Mallesons’ tax team worked closely with BG to ensure the matter was conducted in a manner whereby the arrangements with Queensland Gas both pre and post takeover could be effectively integrated in the commercial network of BG in both Asia and the UK.
Lead tax partners: Phillip Davies and Peter Fogarty.
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BHP Billiton Tax Dispute
Advisor to BHP Billiton on one of Australia's biggest tax disputes. This matter relates to BHPB’s multi-faceted dispute with the ATO over the deductibility of expenditure and the financing costs of multi-billion dollar investments which were unsuccessful in earlier years. We acted for BHP Billiton, winning the case against the Commissioner of Taxation worth $2 billion (including all penalties), March 2009.
It is ground breaking litigation because it covers three of the most complex areas of tax law:
- project financing which the ATO wants to treat as limited recourse
- tax loss transfer rights
- deductions for in-house finance companies
Lead tax partner: Michael Clough.
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Sale by Macquarie Infrastructure Group (MIG) of interests in Westlink (M7) tollway
Mallesons’ tax team advised Macquarie Infrastructure Group on structuring the sale to a new ownership group (Western Sydney Roads Group) and on the sale’s impact on the existing Westlink structure. The deal was significant as the asset is a high-value prominent asset in the form of a mature toll road covering over 40km in western Sydney and MIG was under pressure to effect the sell down of its interests.
Lead tax partners: Betsy-Ann Howe and Ken Lord.
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Sale of BankWest to CBA
Advisor to HBOs on this significant major share sale, which was the first involving a financial company that was subject to stamp duty in Western Australia, as a result of Western Australia's new landholder duty rules. Our tax team coordinated with both BankWest and CBA to ensure that the potential duty liability was recognised, and together they led the process of gathering the necessary information to ensure a complying lodgement was made with revenue authorities.
Lead tax partner: Graeme Cotterill.
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Restructuring debt for a major corporation
Advising on a major multi-billion dollar restructuring of debt for a major corporation which involved complex tax issues. The client was able to proceed with the restructure confident that they knew the tax implications.
Lead tax partner: Richard Snowden.
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Merger of Stevedoring Employees Retirement Fund and Seafarers Retirement Fund
The matter involved assisting with the merger of two major industry superannuation funds. The merged fund is now known as Maritime Super and has over $3.5 billion in funds under management. Mallesons’ tax team provided advice on a range of technical issues and assisted in preparing the rules for the merged fund. The result was a smooth merger of the two funds without member complaint or regulator action.
Lead tax partner: Michelle Levy.
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ABN AMRO - Royal North Shore Hospital (RNSH) transaction
Mallesons’ tax team assisted in successfully completing all aspects of this transaction for the client, achieving financial close in December 2008. This was the largest PPP hospital project with an innovative finance structure employed.
Lead tax partners: David Wood and Peter Green.
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Proposed mutualisation of the Government Employees Superannuation Board (GESB) of Western Australia
GESB is proposing a quite unique restructure, involving a transformation from a State corporation to a private sector mutual and the transfer of many billions of State superannuation money. The proposed restructure involves complex and competing objectives across corporate, superannuation and taxation issues, with scrutiny from State and Federal regulators. Our tax team has proposed a restructuring plan to meet these competing objectives, and has been involved in the drafting of State legislation and preparation of complex transaction documents.
Lead tax partner: Graeme Cotterill.
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Acting for a leading Australian aircraft owning company on a range of aircraft leasing transactions involving foreign and domestic carriers
These are complex transactions requiring a high level of knowledge of the Australian and foreign tax rules relating to cross border aircraft leasing. Mallesons’ tax team was able to advise on appropriate structures to manage the foreign and domestic tax issues and to negotiate the tax warranties and indemnities to ensure the risk was properly managed. We advised on the stamp duty and GST aspects of the deal.
Lead tax partners: Betsy-Ann Howe.
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Acting for an Australian listed company on the acquisitions and divestment of European renewable energy assets
The acquisition involved liaising with a variety of foreign advisors to ensure the advice in those jurisdictions where the assets were located was managed and reflecting that advice in the acquisition structure. We assisted in achieving the client’s commercial objectives and in interpreting the foreign advice in an Australian context.
Lead tax partner: Betsy-Ann Howe.
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Funds/wealth management advisory group
- Extensive advice to many major fund managers arising out funds being frozen due to the global financial crisis. This advice ranged from tax consequences for listed property trusts by deferring distributions through to the duties of trustees and contracting parties under the general law and superannuation and life insurance laws
- Advised many major fund managers as to the issues that were litigated in the Federal Court in the Bamford case and the potential wide ranging consequences
- Advising a major fund manager in relation to its policy for dealing with systemic errors for beneficiaries which are often tax based and involve extensive analysis across tax, regulatory and general law matters
- Advising a major fund manager in the development of an innovative new product which will probably be a first in the Australian market place. The proposed product requires extensive knowledge of tax, regulatory and general laws.
- Advisors to a global fund manager in relation to misconstruing the tax status of certain international investment funds. The matter has involved negotiations with the ATO, restructuring and negotiations with investors and has carried on for about 12 months.
- Advised a large local fund manager in relation to working through a miscalculation of the allocation of tax between investors.
- Provided substantial advice to a large Australian corporate superannuation fund in relation to their rights arising out of certain investments in international hedge funds.
Lead tax partners: John Edstein, Michelle Levy and Karen Rooke (Special Counsel).
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Stamp duty and GST
The Mallesons tax team advises clients on a broad range of issues relating to stamp duty and GST:
- Stamp duty advice about land rich duty issues on an Australia wide basis
- Payroll tax advice on significant nexus issues
- Stamp duty structuring of financing arrangements
- Stamp duty advice on property developments including effect of sub sale arrangements
- GST advice in the context of ATO securitisation audits
- GST advice and structuring on transactions involving sale of businesses, land, shares and units
- GST advice on supplies into Australia from offshore
- GST advice in relation to property transactions
- GST litigation in the Federal Court relating to long term leases.
Lead tax partners: Peter Green, Frank Brody, Peter Fogarty and Graeme Cotterill.
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Excise Duty
Advising listed corporations in relation to Excise Duty issues including the recently introduced Excise Duty on condensate legislation.
We acted for Caltex Australia Limited in relation to a significant Excise Duty assessment issued by the ATO. Caltex had not paid excise on the product in the past. The case was heard in the Federal Court, and the decision handed down in December 2008 found that Caltex was not liable to pay the assessment. The ATO did not appeal the decision.
Lead tax partner: Peter Fogarty.