24 Jul 2019 | Riposte | International | Real Estate | Projects & Infrastructure | Private Equity | Private Wealth

Investment in the US by superannuation funds and through LPs

The US 2017 tax reform included less noticed changes including one relating to foreign partners in LPs investing in the US. An important change in relation to investment by foreign pension funds in US real estate has also been developing over recent years. This Riposte briefly outlines recent important developments on these matters and the problems that can arise when they come together.

17 Jun 2019 | External Publications | Corporate and Mergers & Acquisitions

The changing landscape of demergers

Listen to Toby Eggleston, Director - Greenwoods and Sam Kings, Senior Associate - Herbert Smith Freehills, discuss recent developments in demergers and what they might mean for the future.

10 Apr 2019 | Tax Brief | Energy & Resources | Corporate and Mergers & Acquisitions | International | Private Equity

Resource Capital Fund case again: Two steps forward, one step back in Full Federal Court

The Resource Capital group of funds is doing its best to clarify Australian domestic tax law and tax treaty treatment of private equity purchases and sales of Australian mining companies through limited partnerships. Its latest foray into the Full Federal Court represents an advance in resolving the difficult technical and practical issues that arise, but there are also unresolved issues that require prompt action to bring the ongoing uncertainty in this area to an end.

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25 Feb 2019 | Riposte | Corporate and Mergers & Acquisitions

Similar business test finally enacted – the more things change…

After much delay the Australian Government has finally passed the changes to the company loss rules which were originally announced as part of the National Innovation and Science Agenda as part of the “Ideas Boom” in 2015.

21 Feb 2019 | Riposte | International

OECD puts the digital tax band back together, with major US contributions

After a relatively quiet period on the digital economy and BEPS front, the OECD has released ambitious and fairly detailed proposals to tackle the digital economy. The proposals would dramatically change international rules on the taxation of business income while continuing to attack BEPS with a global minimum corporate income tax and new base erosion rules with bite.

09 Nov 2018 | Riposte | Corporate and Mergers & Acquisitions

ATO to provide guidance on CGT rollovers and demergers

The ATO has announced that it will provide guidance on two matters relevant to demerger relief: (1) sequential planned transactions where a CGT roll-over is claimed for each transaction and the first roll-over (i.e. the demerger) contains a 'nothing else' condition; and (2) for the purposes of applying the demerger provisions what is the scope of a "restructuring".

07 Nov 2018 | Riposte | Corporate and Mergers & Acquisitions | Financial Services | International

UK Digital Services Tax

The UK Chancellor has announced that it will legislate an interim 2% tax on certain digital service business models, pending an international solution. Given the Australian Treasury’s recent discussion paper on whether Australia should consider a similar regime, this article looks at some of the issues that will need to be addressed on implementation.

25 Jun 2018 | Riposte | Corporate and Mergers & Acquisitions

A change in ATO approach to demergers?

The recent press reports of the ATO’s decision to deny tax relief for a demerger that was not conditional on a subsequent acquisition of the demerging entity is a timely reminder of the difficulties in obtaining tax relief in multi-faceted transactions.

13 Feb 2018 | Tax Brief

US Tax Reform and its Implications for Australia

This tax brief discusses those aspects of the US tax reform which have most relevance to Australian corporate and international taxation, both from a tax policy perspective and for inbound and outbound investment to and from the US. The reform is complex particularly in relation to cross-border transactions and surprisingly adopts much of the OECD BEPS work. Taxpayers around the world with investments in the US need to scramble to adjust to the many tax changes which are already in effect, as do the US Treasury and the IRS to provide the necessary guidance. And other countries need to consider how to react, which is not as straightforward as often suggested.

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02 Nov 2017 | Riposte | Financial Services

Proposed changes to venture capital tax provisions miss the mark

The Government has released an exposure draft of proposed changes to the Early Stage Venture Capital Limited Partnership (ESVCLP), Venture Capital Limited Partnership (VCLP) and Early Stage Innovation Companies (ESIC) tax provisions.

13 Jun 2017 | Riposte | Employment & Superannuation

Employee share schemes – ATO guidance

The ATO has provided guidance on the use of trusts in conjunction with employee remuneration and employee share schemes.

03 Feb 2017 | Riposte | Employment & Superannuation

Employee share scheme essentials 2017

The taxation of employee share schemes can be complex. We set out some of the problems that can arise and provide tips on how to avoid them.

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15 Nov 2016 | Riposte | Employment & Superannuation

The Blank Case in the High Court - Pt II

The recent High Court judgment in Blank is an important example of a deceptively simple question: when does the income tax apply to rights and entitlements, and when does it apply just to receipts instead?

08 Nov 2016 | Riposte | Employment & Superannuation

ESS: the indeterminate rights riddle

The concept of "indeterminate rights" complicates the important determination of when an employee share scheme right is granted. In TD 2016/17, the ATO weighs in with its view on what constitutes an indeterminate right.

26 May 2016 | Riposte | GST

GST treatment of digital currency likely to change

Since the Australian government’s policy announcement concerning the GST treatment of digital currency in March 2016, it was clear that the tax treatment of digital currencies was likely to change, the question however, is how.

13 May 2016 | Riposte | Private Equity

Startup funding

Can Australian startups use convertible notes to bridge the funding drought before 1 July? Director Toby Eggleston tackles this question in a post that previously appeared on

11 May 2016 | Riposte | Private Wealth

Panel session with Jeremy Hirschhorn, ATO

On 11 May 2016, Greenwoods and our associated law firm, Herbert Smith Freehills, hosted a panel session in Melbourne titled "Are you on the ATO's radar?", which included ATO Deputy Commissioner, Public Groups, Jeremy Hirschhorn. Our Riposte summarises the key points raised in the session.

10 May 2016 | Riposte | Corporate and Mergers & Acquisitions

TWISTA podcast

Greenwoods' Director Toby Eggleston and HSF partner Peter Dunne were interviewed by Mark Pesce for the TWISTA podcast. The recent changes to employee share scheme rules and how they impact on startups was the focus of their discussion. Listen now!

04 May 2016 | Riposte | Corporate and Mergers & Acquisitions

FIRB & tax 2.0

One Budget announcement by the Treasurer seems to have slipped by many... A posting on the FIRB website revises certain tax conditions that were announced in February - generally for the better.

24 Mar 2016 | Riposte | Corporate and Mergers & Acquisitions

Innovation, startup and fintech tax update

Investors and participants in the startup and fintech sectors have been in the spotlight this week with the introduction of tax legislation and Treasury announcements targeted at them. What is in store?

26 Feb 2016 | External Publications | Corporate and Mergers & Acquisitions

Franking credits in takeovers

Toby Eggleston originally published "Franking credits in takeovers" on the Herbert Smith Freehills website.

22 Feb 2016 | Riposte | Projects & Infrastructure

Treasurer announces tax focussed changes to FIRB approval process

The Treasurer today announced that the Government will impose new conditions on new applications for Foreign Investment Review Board (FIRB) approval.

17 Feb 2016 | Riposte | Projects & Infrastructure

Infrastructure - where is the risk?

The ATO has circulated a document for consultation purposes which highlights certain infrastructure related issues it considers high risk from a compliance perspective. The time is right for industry participants to consider mitigating their risks.

08 Dec 2015 | Riposte

National Innovation & Science Agenda

The much anticipated National Innovation and Science Agenda includes a number of tax proposals. These include tax concessions for venture capital, incentives for early investors and amendments to the company loss rules.

08 Dec 2015 | Riposte | Corporate and Mergers & Acquisitions

Earn-outs and non-resident CGT withholding

Long-awaited rules creating a withholding tax regime for certain capital gains of non-residents and amendments to the taxation of earn-outs are finally in a bill before before Parliament.

06 Oct 2015 | Tax Brief

Amendments to Part IVA

A Bill expanding the operation of Part IVA for multinationals and increasing associated administrative penalties was recently introduced into Parliament. The amendments reflect a move away from the traditional operation of Part IVA and are indicative of the future direction of anti-avoidance legislation.

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04 Sep 2015 | External Publications | Corporate and Mergers & Acquisitions | Private Equity

Scrip for scrip amendments: be aware of changes from draft legislation

"Scrip for scrip amendments: be aware of changes from draft legislation " by Toby Eggleston and Cameron Blackwood considers changes to scrip for scrip rules. It was originally published in Thomson Reuters Weekly Tax Bulletin 38 - 4/9/15.

01 Sep 2015 | Riposte | GST | Private Equity

Bitcoin: GST changes looming

An Australian Senate Committee Report slates a major shake-up of the tax treatment of digital currency including a reversal of the ATO view that it is subject to GST.

25 Aug 2015 | Riposte | Corporate and Mergers & Acquisitions

Scrip for scrip amendments

Legislation amending the scrip for scrip rules has been introduced in Parliament with some welcome improvements from the April ED.

05 Aug 2015 | Riposte | Employment & Superannuation

Application of the indeterminate rights rule

The Federal Court has clarified how the indeterminate rights rule in Division 83A operates in respect of the grant of shares and options subject to shareholder approval.

21 Jul 2015 | Tax Brief | International

Collecting non-residents’ tax liabilities

An ED has been released of legislation that will impose a liability on buyers to remit 10% of the purchase price when they purchase certain land and resource-related assets from non-residents. It is likely to catch some sellers unaware and will undoubtedly lead to changes in the way sales transactions are handled. This Tax Brief outlines the key elements of the measure.

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08 Jul 2015 | Riposte

TA 2015/2: an update

ATO withdraws class ruling dealing with fully underwritten dividend reinvestment plan in respect of a special dividend.

03 Jul 2015 | Riposte | Employment & Superannuation

Employee share changes now law

The Bill amending the taxation of employee shares and options has now received royal assent and takes effect from 1 July 2015. Concurrent with the new law, the ATO has released standard document templates and a legislative instrument governing safe harbour valuations has come into effect.

29 May 2015 | External Publications | Private Equity

Tax confusion down under

"Tax confusion down under" by Toby Eggleston considers changes to the taxation of earn-outs. It was originally published on in May 2015.

29 Apr 2015 | Riposte | Corporate and Mergers & Acquisitions

ED: Scrip for scrip

Proposed amendments in exposure draft legislation are generally of a technical nature but, as currently drafted, one amendment could have significant implications in relation to cash and scrip bids.

24 Apr 2015 | Riposte | Corporate and Mergers & Acquisitions

Resolution for earn-outs?

Treasury has finally released Exposure Draft legislation to fix the mess for earn-outs created by the ATO’s controversial 2007 draft ruling. Have they succeeded in resolving the confusion?

09 Apr 2015 | Tax Brief

IMR - Fourth Time Lucky?

Treasury has released the fourth draft of the Investment Manager Regime Element 3. The draft is a considerable advance over the previous versions, but incorporates a significant change in structure and drafting. This Tax Brief highlights the changes from previous drafts of the legislation.

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27 Feb 2015 | Tax Brief | International

The BEPS avalanche

The G20/OECD base erosion and profits shifting (BEPS) project rolls on and has recently developed the momentum of an avalanche. This Tax Brief reviews the Brisbane and Istanbul outcomes and the recent OECD discussion papers on the definition of permanent establishment, transfer pricing, interest deductions and dispute resolution.

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16 Jan 2015 | Riposte | Employment & Superannuation

Employee Share Schemes: ED

Exposure Draft legislation for the Government's proposed changes to the taxation of employee shares and options plans has been released and it includes some changes not previously announced.

21 Oct 2014 | Tax Brief | Corporate and Mergers & Acquisitions | Employment & Superannuation

Employee share & option plan changes

The Government confirmed in its 14 October 2014 Industry Innovation and Competitiveness Agenda announcement that it will roll-back at least part of the 2009 changes to the taxation of employee share and option plans, with start-up companies to be the major beneficiaries.

Employee share and option changes (40 kb)

24 Mar 2014 | Tax Brief | Financial Services | International

OECD Recommendations on Cross-border Hybrids

This Tax Brief analyses two OECD Public Discussion Drafts on ‘neutralising the effects of hybrid mismatch arrangements’ and their implications, both for Australia’s future treaty practice and for some common cross-border structures and instruments.

OECD Recommendations on Cross-border Hybrids (316 kb)

10 Mar 2014 | Tax Brief

International tax in 2014: The lull before the storm?

In November and December 2013 the government announced its decisions on previously announced but unenacted tax measures, including to proceed with several of international significance. This Tax Brief canvasses the status of these announcements.

International tax in 2014: The lull before the storm? (59 kb)

16 Dec 2013 | Tax Brief

Further Developments on Unenacted Measures

The Assistant Treasurer has announced the next step in the government’s campaign to address the long list of unenacted measures. This Tax Brief outlines what is to happen now.

Further Developments on Unenacted Measures (159 kb)