The Tax Team is structured to provide specialist input to client service teams throughout the firm, to ensure that transactions are appropriately managed and tax effective. Members of the Tax Team work closely with other teams in the firm to ensure that tax advice is integrated with other legal advice and delivered in a seamless manner.

The team is particularly experienced in tax issues relating to mergers and acquisitions, business establishment and reorganisations, funds management, retail investment products, insolvency and work-outs, financing and capital-raisings, property transactions and cross border transactions. It has also successfully obtained for clients a number of private and product rulings from Inland Revenue covering a range of transactions and commercial tax issues. It provides skilled representation in disputes with the taxation authorities during investigations, the statutory tax disputes process, and in tax litigation in the courts.

The Tax Team has participated in all aspects of the tax reform process, including appearing before parliamentary committees and making representation at ministerial level. Close involvement in the tax reform process means that all team members are familiar with the latest developments in law and procedure, and have a full appreciation of the approach of the policy makers and tax administration.

Recent examples of the Tax Team's work include representing: 

Mergers, acquisitions and divestments  

• ANZ National Bank on the acquisition of the 51% interest in ING NZ it did not previously own.
• Auckland Transition Agency on reviewing and making submissions on legislation enacting the Auckland governance reforms, and on the tax implications of various structural proposals giving effect to those reforms.
• A multinational energy company on farm-out arrangements relating to offshore petroleum exploration permits.
• Meridian on the acquisition of various New Zealand and Australian windfarm assets.
• Auckland International Airport on the acquisition of interests in Cairns and McKay airports.
• Vector on the sale of its Wellington electricity network for $785 million.
• Telecom New Zealand on its disposal of Yellow Pages Group for $2.24 billion.
• Ironbridge Capital Pty Limited on the acquisition of Envirowaste Services Limited.
• Hancock Natural Resource Group on its acquisition of approximately 200,000 hectares of forestry estates from Carter Holt Harvey.
• Auckland International Airport Limited on two takeover offers (one by Dubai Aerospace and a subsequent offer by the Canada Pension Plan Investment Board).
• Origin Energy in relation to its NZ$156 million sale of Rockgas.
• CanWest Global Communications Corp, on the takeover offer by private equity group Ironbridge Capital, for all of the securities in CanWest MediaWorks (NZ) Limited.
• A bidder for the Carters wholesale/retail building supplies business.
• Multiplex on its investment in the Pegasus Town project.
• Westpac Banking Corporation on the local incorporation of its New Zealand retail business.

Wholesale capital-raising and other financing

• BNZ, ANZ National Bank and Kiwibank on RMBS (retained mortgage backed securities) transactions eligible for repo with the New Zealand Reserve Bank.
• The arranging banks on tax aspects of their financing of the acquisition by Infratil and the Guardians of New Zealand Superannuation of Shell's New Zealand downstream assets.
• Westpac as finance lessor on a sale and leaseback transaction in respect of a dry store and incorporating the construction funding of a new cool store.
• BNZ and BNZ Facilities Management in the establishment of a NZ$500 million asset backed commercial paper programme and the establishment of special purpose securitisation vehicles.
• Issuers and arrangers (ANZ National Bank, BNZ, Westpac) on Kauri Bond issuances by Bank of America, Merrill Lynch, European Investment Bank, Queensland Treasury Corporation, NV Bank Nederlandse Gemeenten, Nordic Investment Bank, Kommunalbanken AS, HBOS, African Development Bank, Landwirtschaftliche Rentenbank, Export Development Canada, Inter-American Development Bank, Council of Europe Development Bank.
• ANZ National Bank as an investor in the financing arrangements for The Lord of the Rings trilogy.

Retail capital-raising

• Kiwibank on the NZDX listed Kiwi Income Securities
• Rabobank on its NZDX listed PIE Capital Securities.
• Auckland International Airport on its $126.4 million pro rata accelerated renounceable entitlement offer.
• Auckland International Airport on its $350m fixed rate retail bond issuance.
• Warehouse Group on its $100 million five year unsecured, unsubordinated fixed rate bonds offer.
• Rabobank Nederland on a $900 million issuance of Capital Securities.
• Credit Agricole SA on its issuance of $250 million perpetual deeply subordinated notes.
• Commonwealth Bank of Australia on its A$1.4 billion Perls IV Tier 1 issuance.
• Origin Energy on its NZDX listed NZ$200 million preference share issue.
• World Bank/International Finance Corporation on their retail bond issuances.
  

Managed funds and retail investment products

• Numerous clients (including ANZ National Bank, ING, Westpac and Rabobank) on the establishment of PIE funds, including "cash PIE" (call and term) products.
• Numerous clients (including ING, NZ Funds Management, Meridian, Macquarie and Brook Asset Management) on tax disclosure in prospectuses and investment statements, including roll-overs, and PIE-related issues generally for managed and superannuation funds.
• Rabobank on the tax aspects of the Cash Advantage Fund.
• ANZ National Bank/ING NZ on the offer by a subsidiary to investors in the Diversified Yield Fund and Regular Income Fund.
• Equity Partners Asset Management on the public issue of shares in Equity Partners Infrastructure Company No. 1 Ltd and its acquisition of an interest in Thames Water.
• Equity Partners Asset Management on the establishment of the Torchlight Credit Fund No. 1 Limited Partnership.
• Macquarie on the sale in New Zealand of its Listed Protected Loan product (a listed warrant over ASX equities), its Commodity Bonds issuance and its CMT and GEAA products.
• BT Funds Management on the establishment of the Westpac KiwiSaver scheme, including securing law changes to ensure that the capital guarantee feature did not adversely affect PIE treatment.
• ING NZ on an innovative side-pocketing initiative in relation to the PPS Mortgage Fund.
• ING Real Estate, Toga, AMP Capital Investors and other Australian fund managers on New Zealand funds or acquisition by Australian funds of New Zealand assets.
• ABN AMRO on various investment products, including the Rolling Instalments (a listed warrant over New Zealand equities).
  

Tax disputes

• Major trading banks in complex tax litigation relating to structured finance transactions
• Corporate taxpayers in relation to intra-group financing using optional convertible notes (OCNs).
• A foreign corporate in respect of a transfer-pricing dispute.
• High net worth individuals in relation to various New Zealand tax issues.
• Property investors/developers in respect of the income tax and GST treatment of land transactions.

Publications

23 November 2009
Tax Law Update November 2009

21 October 2009
Tax Law Update October 2009

25 September 2009
Tax Law Update September 2009