Tax management as part of financial corporate management

(Theory)

Barbara Brauchli Rohrer Partner Tax & Legal PricewaterhouseCoopers AG, Zrich

Barbara Brauchli Rohrer

INDEX OF CONTENTS

CONTENTS 1 INTRODUCTION TAX AND CORPORATE FINANCE 1.1 IMPORTANCE OF TAX MANAGEMENT IN CORPORATE MANAGEMENT 1.2 CORRELATION TAX RATE ENTERPRISE VALUE 1.2.1 Tax as Value Driver 1.3 OBJECTIVES OF TAX MANAGEMENT 1.4 IMPORTANCE OF TAX MANAGEMENT FOR CORPORATE PHILOSOPHY 1.5 TAX MANAGEMENT PLANNING AREAS 1.5.1 Considerations on structural planning 1.5.2 Planning business activities 2 STRATEGIC TAX PLANNING 2.1 PRINCIPLES OF TAX PLANNING 2.1.1 Definition and objective of international tax Planning
2.1.1.1 2.1.1.2 2.1.1.3 2.1.1.4 Definition of international tax planning Generally valid principles? Objectives of international tax planning Individual aspects of international tax planning

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2.1.2
2.1.2.1 2.1.2.2

Tax Planning in respect of the group structure (organisation planning)

Tax planning in Switzerland Structural planning abroad Structural planning in high tax countries Use of third party countries for structure Country and regional holding

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2.1.2.2.1 2.1.2.2.2 2.1.2.2.3

2.1.3
2.1.3.1

Tax Planning Concerning Conditions for the Exchange of Contributions (Process Planning)
General comments on transfer pricing design Principles Methods of price determination according to OECD reports Relationship between legal structure structure of the exchange of contributions Movement of goods Financing Intellectual property rights Group services; group management costs Which services are chargeable, which not? By which company should group services be rendered? Treatment of permanent establishments

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2.1.3.1.1 2.1.3.1.2 2.1.3.1.3 2.1.3.2 2.1.3.2.1 2.1.3.2.2 2.1.3.2.3 2.1.3.2.4 2.1.3.2.5 2.1.3.2.6 2.1.3.2.7

Group transfer pricing policy matters worthy of note

Barbara Brauchli Rohrer

INDEX OF CONTENTS

2.1.4
2.1.4.1

Low tax countries and Offshore coutries

Definition and types Definition Types

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2.1.4.1.1 2.1.4.1.2 2.1.4.2 2.1.4.3

Objectives of using low tax countries for companies with international operations Legitimate uses / functions / tasks of group companies in low tax countries Uses in general Uses/functions/tasks in detail General Main tax criteria affecting choice of location Main non-tax criteria affecting choice of location General Countermeasures of selected countries of residence of top group companies General Possibilities and plausibility Permanent establishments or domicile fiction Tax evasion Non-recognition of expense Ignoring intermediate company (see through) Withholding tax

2.1.4.3.1 2.1.4.3.2 2.1.4.4 2.1.4.4.1 2.1.4.4.2 2.1.4.4.3 2.1.4.5 2.1.4.5.1 2.1.4.5.2 2.1.4.6 2.1.4.6.1 2.1.4.6.2 2.1.4.7 2.1.4.7.1 2.1.4.7.2 2.1.4.7.3 2.1.4.7.4 2.1.4.7.5 2.1.4.8

Criteria for choice of location for a group company in a low tax country

Countermeasures of the countries involved

Possibilities of using low tax countries and offshore countries by Swiss business groups

Countermeasures of the Swiss tax authorities

Commissionaire structures as opportunity for improving value creation and exploiting tax advantages The commissionaire structure Market conform control Value creation by coordination and monitoring Privileged tax status

2.1.4.8.1 2.1.4.8.2 2.1.4.8.3 2.1.4.8.4

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LITERATURE (CONSULTED AND FOR FURTHER READING) TAX LINKS 4.1 4.2 4.3 MOST IMPORTANT LINKS FOR CURRENT ARTICLES IMPORTANT LINKS TO TAX AUTHORITIES IMPORTANT LINKS FOR LEGAL TEXTS

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Barbara Brauchli Rohrer

INTRODUCTION TAX AND CORPORATE FINANCE

1 1.1

INTRODUCTION TAX AND CORPORATE FINANCE IMPORTANCE OF TAX MANAGEMENT IN CORPORATE MANAGEMENT

Taxes and tax management have become increasingly important both from a microeconomic and a macroeconomic aspect. Firstly as a result of a growing public spending ratio, escalating government social security expenditure and finally of a rather unfortunate budgetary policy. Secondly corporate competition is continually accentuated in view of the ever changing general conditions (internationalisation, globalisation, new information technologies). In addition the intensified global location competition and current and expected national and international tax harmonisation in order to reduce tax competition among states, intra-state regions (such as cantons or federal states) and communes result in ever narrowing opportunities for designing tax frameworks. As a consequence it would be a serious error to expect that the existing tax conditions will also continue to prevail in the future. Corporate policy and internal tax policy must in future grasp the challenge and increasingly look for alternatives and scenarios.

1.2

CORRELATION TAX RATE ENTERPRISE VALUE1

Following the Shareholder Value concept, the paramount financial objective of a modern corporate management lies in increasing the enterprise value. This is directly dependent on the amount of the expected future free cash-flow2. The effect taxes have on this value increase is demonstrated by the calculation of the enterprise value using the tax adjusted DCF method (Discounted Cash-Flow method). In order to calculate the aggregate value of the company using the DCF method and taking the taxes into consideration, both the free cash-flow after tax (FCFt) and a tax adjusted cost of capital (WACCs) are assumed. The enterprise value is calculated as the sum of the present values of the free cash-flows after tax (Entity Approach):

Aggregate value = of the company

FCFt (1 + WACCs)t

(WACCs = Weighted Average Cost of Capital cost of capital Equity/Debt weighted and tax adjusted)

The effect of taxes is therefore taken into account twice. A primary influence is effective through free cashflows after taxes. A secondary effect is given by the tax adjustment of the cost of capital. This takes into account not only the ratio of the capital costs of equity and debt, but also the impact on the debt and debt interest as so-called Tax Shield3.

1 2

Cp. VOLKART, pp. 13ff. The free cash-flow is represented by the cash-flow less periodically necessary replacement and expansion investments, including the changes in operational net current assets. Tax effect of the debt interest.

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The value of the equity, which is central to the Shareholder Value concept, is the result of the aggregate value less the debt (market value of the debt): Shareholder Value = Aggregate value of the company market value of the debt If this concept is considered more closely, the role, which inter alia taxes, in particular corporate income taxes, play in determining the enterprise value becomes clear. But not only the amount of the operating cashflow is important for the tax expense of a company. Other factors (e.g. valuation processes, debt interest) must also be considered. 1.2.1 TAX AS VALUE DRIVER

Rappaports4 value concept numbers: Value growth duration Sales growth Operating profit margin Income tax rate Working capital investment Fixed capital investment Cost of capital

among the most important factors impacting value creation (value drivers) in a company. Based on this list therefore taxes represent a real value driver, which by implementing a properly designed planning can contribute optimally to increasing the enterprise value or shareholder value. The impact, which tax planning can have on a companys profit, can be seen from the following simple example:

RAPPAPORT, pp. 55f.

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INTRODUCTION TAX AND CORPORATE FINANCE

Prior to tax planning: Revenues EBT Taxes NOPAT 250 Mio. 12.5 Mio. (4.0 Mio.) 8.5 Mio. Without tax planning Revenues EBT 20% Taxes NOPAT NOPAT Revenues 294 Mio. 14.7 Mio. (4.7 Mio.) 10.0 Mio. + 1.5 Mio. + 44 Mio. (17.6%) 32% (5% of revenues) 32%

After tax planning Revenues EBT Taxes NOPAT NOPAT 250 Mio. 12.5 Mio. (2.5 Mio.) 10.0 Mio. + 1.5 Mio.

Tax burden - 12%

In the above example, by implementing appropriate tax planning, a profit increase is achieved, which in the comparison (without tax planning) is achieved only by increasing revenues by 17.6%!

1.3

OBJECTIVES OF TAX MANAGEMENT

The declared objective of medium term and long term tax planning and optimisation is to make a significant contribution to the companys success and support value oriented corporate management. This can be achieved only, if the component (value driver) taxes is managed pro-actively. The aim is to determine a group tax rate that is as optimal as possible and to plan, realise and finally to maintain in the long term all measures necessary to achieve this target. The latter entails, as already mentioned, increased efforts, because it is becoming ever more difficult to recognise scope for tax creativity and at the same time to retain room for flexibility. In addition to planning tax costs in individual locations (countries, regions e.g. cantons) and the groups overall tax burden, ultimately the tax burden of every single shareholder must be optimised.

1.4

IMPORTANCE OF TAX MANAGEMENT FOR CORPORATE PHILOSOPHY

In the context of corporate activity rather little significance continues to be attached to tax planning, although it is one, even if not the most important, component of strategic corporate planning. Tax planning means in this sense optimising, not eliminating, taxes. A companys tax structure must be systematic and consistent in itself. Of crucial significance for success is that the tax structures are kept as simple as possible and are understood right up to the front line.

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INTRODUCTION TAX AND CORPORATE FINANCE

1.5

TAX MANAGEMENT PLANNING AREAS

Modern tax planning covers primarily the areas of corporate structure and business activities. In addition as a rule the component employee profit participation is also included in corporate tax planning, but this topic will here not be treated further. 1.5.1 CONSIDERATIONS ON STRUCTURAL PLANNING

Structural planning deals with questions of a companys locations and legal forms at home and abroad, in high tax and low tax countries, cross-border structures, holding structures etc. 1.5.2 PLANNING BUSINESS ACTIVITIES

Planning of business activities covers questions of profit allocation, transfer pricing problems, financing matters, considerations for dealing with group-wide services, intellectual property rights and value added tax.

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STRATEGIC TAX PLANNING

2 2.1
2.1.1

STRATEGIC TAX PLANNING PRINCIPLES OF TAX PLANNING

DEFINITION AND OBJECTIVE OF INTERNATIONAL TAX PLANNING Definition of international tax planning

2.1.1.1

International tax planning means structuring and continually adapting the various legal and business relationships within a group from the aspect of domestic and cross-border tax consequences for the individual group companies and the group as a whole. 2.1.1.2 Generally valid principles?

The question arises whether there are generally valid international tax planning principles for a Swiss group. Such principles do not necessarily have anything to do with tax planning in detail, but with its status within group management and its basic alignment. Tax planning must obviously not be a task, which is detached from the groups strategic and operating objectives. Tax planning is a group management task, which is embedded in the entire industrial and financial corporate activity.

Tax planning must result in consistent, systematic corporate structures and processes, which are justifiable in their totality. A patchwork related to individual cases is dangerous, because it cannot be defended against attacks from tax authorities. 2.1.1.3 Objectives of international tax planning

The group organisation and the business relationships within the group and with third parties must be structured under tax aspects, that: a) the tax cost of the business activity in the individual countries is realised at a pre-defined level. This requires e.g. careful planning of business activities in high tax countries.

b) the groups overall tax costs remain in the range aimed for. This means e.g. avoiding losses that cannot be consolidated for tax purposes. c) the tax costs are in principle optimised up to the ultimate shareholder. This is also valid for public companies. It can e.g. mean: stapled stock with offshore company; stock exchange listing of a sub-group in a source tax friendlier country (Euro-Equity).

d) tax flexibility is not compromised. Tax planning is an unending task. The group organisation and the design of the business activities must continually be reviewed from a tax viewpoint and adapted in their form to changing conditions. These adaptations should not be complicated or became impossible by the fact that the tax costs of adaptation are too high. From this are derived the following principles: The tax conditions surrounding corporate activity are not the main factor affecting decisions at group level. Political, market based, legal and corporate philosophical considerations can lead to decisions different from those that would have been taken on tax optimisation considerations. On the other hand, tax planning in a group must represent a strategic component that must be taken into account from the outset. Tax planning "after the facts" is unsatisfactory.

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Tax planning must result in tax optimal, not tax minimal structures. Tax planning in the group is as a rule long term. In the long run tax optimal structures are better than tax minimal structures, because a positive image is important. A tactic of pure confrontation with the tax authorities is not ideal. Tax planning in the operating area must lead to simple, feasible structures that are understood by the "front". Highly complex structures and processes constrict entrepreneurial flexibility and have the tendency to be ignored. Tax planning in the area of financial corporate management can be more complex, because as a rule a few technical specialists are involved. Individual aspects of international tax planning

2.1.1.4

Tax planning can be classified into: Planning of the group structure (organisation) from a tax point of view Planning and structuring of the conditions for the exchange of contributions (process), intercompany and external TAX PLANNING IN RESPECT OF THE GROUP STRUCTURE (ORGANISATION PLANNING)

2.1.2

This includes questions of locations and legal structures of the business activity. 2.1.2.1 Tax planning in Switzerland

International tax planning for a Swiss group has to begin in Switzerland. The Swiss tax structure must be just as right as the one abroad. Tax planning may not result in minimizing income abroad only to be exposed to an equally high tax burden in Switzerland. Key words: Head office vs. mixed holding vs. pure holding in Switzerland Holding in Switzerland as top group company or as sub-holding

Pros and cons of the pure holding: Pros: Tax exemption at cantonal level for non-dividend income (e.g. financing, intellectual property rights). Acceptable capital tax in cantons, where only paid-in capital forms the assessment base. Double Tax Treaties (DTTs) can be used. Investment deduction for Direct Federal Tax (also for capital gains5).

Art. 70 Para. 1 and 4 DBG.

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Cons: Recapitalisation of investments is not tax efficient. Securities transfer tax on especially larger acquisitions. Multi-step corporate structure in Switzerland is inadequately considered for stamp duty.

In addition to the holding structure aspect, the following structural elements in Switzerland concerning intercompany exchange of contributions need to be considered: Group management costs: management company? Group financing: from the holding or through finance company? Tax situation of a finance company. Holding intellectual property rights: royalty exploitation company. Location and tax status? Structural planning abroad

2.1.2.2

Both the question of location and the question of structure must be considered. In relation to location there is frequently limited flexibility, because in many cases a business activity requires a presence in the relevant country. However regional concentrations may make business sense and be interesting from a tax viewpoint, e.g. the location Hong Kong for business activity in the surrounding countries. In relation to structure, questions of the intensity of business presence in a relevant country are posed. In increasing intensity the structural possibilities are: Export with or without an independent representative (commissionaire) Presence as representative office or activity with support character Presence as dependent representative without power of contract Permanent establishment of a foreign company Presence with operating subsidiary company Presence through a holding structure

The more intensive the structural and business presence in a country, the greater as a rule is also the tax linkage of the profit earned by the business activity with the relevant country. Example: In the case of pure export the entire sales proceeds are taxable in the country of the seller. The interposition of an operating subsidiary company as distributor can easily shift half of the total profit to the subsidiarys country for tax purposes. For DTT countries the arrangement using an independent representative without power of contract is an optimal solution for reducing taxes in the subsidiarys country despite business presence. But in certain circumstances it may be too restrictive. 2.1.2.2.1 Structural planning in high tax countries

The aim will be to achieve the desired business development without having to generate a high profit in the country. Therefore one would ideally try to set up a structure without own local presence. As soon as that is no longer possible, the presence must be kept lean for tax purposes, e.g. by means of a commission agency, permanent establishment or by transfer pricing at the "upper limit". If a subsidiary company is necessary, it must be heavily debt financed. One must ensure that the operating importance of the company in the group is not all too great. It should not be entrusted also with regional responsibility, central purchasing, etc., which on the one hand transfers additional profits to the country and on the other complicates group charges and makes credits in the wrong direction necessary.

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2.1.2.2.2

Use of third party countries for structure

The group structure from the tax aspect does not always have to be effected from Switzerland. Third party countries can be interposed, if this appears to make sense. Examples: Setting up a NL sub-holding for the significant part of the investments, which are conceivable to be sold later. Profits on sale are tax-exempt in the NL (in Switzerland possibly6 Direct Federal Tax of 8.5%) and Swiss securities transfer tax is also avoided. Separate companies for charging inter-company services (royalty exploitation, financing, central purchasing, insurance) can be located in offshore countries. DTT questions can be solved by the use of an interposed company in a DTT state (so-called treaty shopping7). As an example: Belgium for financing8; Bermudas for insurance; NL Antilles for royalties. Country and regional holding

2.1.2.2.3

A country holding is recommended in various countries, because there is an opportunity to consolidate for tax purposes group companies with own legal personality. In particular this is also of the greatest importance in acquisitions in order to be able to set acquisition costs (interest on inter-company or external debt financing and possible amortisation of goodwill) against the profits of the company acquired. This is possible e.g. in the USA, F, D, UK, E, I, whereby in some cases restrictions apply. Of special importance is that in most countries the structure must be properly established from the beginning. "Transferring" after the acquisition is frequently difficult or expensive (e.g. F, USA). Regional holdings can be advantageous, if bilateral or multilateral agreements, possibly also national legislation grant tax privileges to cross-border investments. Possible are low or non-taxation of dividends, interest and royalties and tax neutral reorganisations within the regional group. For a Swiss group up to now a regional holding in one of the EU states (EU holding) was of primary importance. With an EU holding, which holds the investments in companies in EU states (and also in several EFTA states), dividends can flow to Switzerland tax free (directive shopping). In addition reorganisations are tax free and profits on the sale of qualifying investments are, depending on the EU state (e.g. the Netherlands), also not taxed. With the enactment of the Agreement on the Taxation of Savings Income (ZBstA) between CH and the EU, Switzerland has since 1 July 2005 obtained on the bilateral way through Article 15 ZBstA the possibility of benefiting from the ParentSubsidiary Directive and the Interest and Royalty Directive. This means firstly: no source tax on payments of dividends, interest and royalties between related enterprises in Switzerland and the EU member states. Requirements are an interest of at least 25 per cent and a holding period of at least 2 years. However the requirement for Swiss companies with a minimum interest of 25 per cent does not corre-

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Profits from investments, which pursuant to Art. 70 Para. 4 DBG do not qualify for the investment deduction. However some countries have issued Anti-Treaty-Shopping Regulations (cp. Chapter 2.1.4.5). For example by means of Belgian coordination centres. This status was abolished at December 2002. However for existing coordination centres, which received their status prior to 31.12.00, a 10-year transition period applies (10 years from the date of the existing ruling). As an alternative, on 1.1.2006 Belgium introduced a notional interest deduction system, which has a significant impact on the taxable income of Belgian companies and foreign branches in Belgium, in particular it continues to be attractive for intercompany financing.

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STRATEGIC TAX PLANNING

spond with the EU Parent-Subsidiary Directive. For EU member states since 1 January 2007 an interest of 15 per cent is adequate. At 1 January 2009 there will even be a reduction to 10 per cent.9 Since 8 October 2004 Swiss group companies also have the possibility under certain conditions to incorporate a European limited company (Societas Europaea). The first supranational corporate form in the world10 is intended above all to provide simplifications in the area of cross-border mergers. The uniform legal form also provides additional advantages in the area of tax planning, management, legal certainty and cost savings. 2.1.3 TAX PLANNING CONCERNING CONDITIONS FOR THE EXCHANGE OF CONTRIBUTIONS (PROCESS PLANNING)

This concerns tax planning in all areas of inter-company transfer prices. As already mentioned, both the design of a consistent transfer pricing policy in all areas of inter-company transfer of contributions and questions of a structural nature (contracting party for the provision of services and its location) are important. 2.1.3.1 2.1.3.1.1 General comments on transfer pricing design Principles

Art. 9 of the OECD Model Tax Convention demands the at arms length principle for the exchange of contributions in a group. To specify this principle in greater detail the OECDs tax commission has prepared the following reports and guidelines, which are continually being supplemented and revised: Transfer Pricing and Multinational Enterprises, Report 1979 Transfer Pricing and Multinational Enterprises, Three Taxation Issues, 1984 Transfer Pricing Guidelines for Multinational Enterprises and Tax Administrations, 1995 Guidelines for APA, 1999 Guidelines on APA, 2007

The principles in the reports are however not directly applicable they must be incorporated in national/bilateral law. While, until a few years ago, transfer pricing rules were to be found mainly in industrial countries, such rules now exist almost without exception in all major countries, in which global enterprises usually operate. 2.1.3.1.2 Methods of price determination according to OECD reports Comparison with comparable prices At least one price of an unrelated company

Comparable Uncontrolled Price Method (Preisvergleichsmethode)

Resale Price Method (Wiederverkaufspreismethode) Resale price to third party ./. Appropriate margin = Transfer price at arms length Margin must consider: risks, functions, assets, financing costs, etc.

By means of possible more favourable provisions in the existing and future double taxation treaties, the prescribed minimum investment interest of 25% for Swiss enterprises can be lowered. MSCH /FOUNTOULAKIS, p. 50.

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Cost Plus Method (Kostenaufschlagsmethode) Acquisition/production costs + Profit mark-up = Appropriate selling price

Profit split Transaction related Net Margin Method (TNMM) Relationship between legal structure structure of the exchange of contributions

2.1.3.1.3

The legal structure and the structure for the exchange of contributions within the group coincide only in very few cases. Frequently levels of the company structure are leapfrogged or the contributions are exchanged between from an ownership aspect parallel companies (fellow subsidiaries). Additional problems arise, if the contributions are not provided in the parent-subsidiary relationship (and vice versa) and the transfer price policy is contested in one country: Applicability of a DTT? If yes: which tax rate is applicable for reducing the source tax? Mutual agreement procedure? Corresponding adjustment?

Divisional structures with divisional holding are more likely to feature contribution relationships congruent with the corporate structure than structures constructed on country holding companies. 2.1.3.2 2.1.3.2.1 Group transfer pricing policy matters worthy of note Movement of goods

In the vertically integrated group the question arises how an overall profit is to be attributed to the various levels. This depends heavily on the individual circumstances. If e.g. production is carried out in own companies in low tax countries, the distribution profit is to be minimised (resale minus method with a good margin). If the production has to be carried out in a high tax land, the producing company could manufacture the goods on a contract manufacturing basis. Remuneration is on a cost plus basis. The mark-up can be minimised by relieving the production company of as many risks as possible (inventory, credit, currency risk, production risk). Of paramount importance are consistency and justifiability with economic arguments. 2.1.3.2.2 Financing

Inter-company financing must be at market conditions. The question of the level of debt financing (thin capitalisation) depends on various factors. In any event the maximum permissible debt financing is not always the best solution. Problem areas: Debt equity ratio Interest rates (for Switzerland cp. the Federal Tax Administrations periodically adjusted interest leaflet) Qualification as loan or as equity

Financing activities from a Swiss holding give rise at cantonal level to tax free interest income, but can also result in problems for maintenance of the holding status. Group financing can also be performed by an offshore finance company (directly held by the Swiss holding). It can also manage the group companies excess cash funds. The finance company is to be endowed with as much equity as possible and as little debt as possible (ideally: none).

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2.1.3.2.3

Intellectual property rights

Intellectual property rights should, if possible, be held centrally in direct or indirect ownership and under the direct control and management of the top group company. The reasons for this are above all not tax related, but it also significantly increases tax planning flexibility. Similarly to finance subsidiaries intellectual property is frequently exploited by direct subsidiaries of the Swiss holding. At cantonal level extensive tax exemption can often be achieved by claiming special tax statuses (management companies), whereas at federal level the profit is fully taxed. Special attention is to be paid to the choice of location of intellectual property exploitation companies from an international tax viewpoint: payments by companies that enjoy the right to use the intellectual property rights are mostly subject to source tax. The use of intellectual property, including trademarks, etc., must be paid for by group companies. Possibilities are lump-sum or individual contracts. R&D must also be centrally directed; but in some cases it is carried out de-centrally. On the question of cost allocation one can say that cost sharing agreements are of advantage at the beginning, but in return demand a profit sharing when exploited. A detailed review is always necessary for the question of claiming for tax purposes the full R&D costs in the individual countries. 2.1.3.2.4 Group services; group management costs

The charging of inter-company services and management costs in the form of Management Fees is delicate and requires careful planning. Frequently in this area there is a risk of the consequences of double taxation. Example: The company that renders services is required by the tax authorities to charge on expenses. The company receiving the service is not, or only to a limited extent, entitled to a deduction for the services. 2.1.3.2.5 Which services are chargeable, which not?

Not chargeable are: The OECD reports referred to name services and activities by the parent company, which it performs in its function as the parent company of subsidiary companies (shareholder services), such as: Costs of the legal structure; Costs of disclosure requirements of the parent company, including consolidation, drawing up the group accounts, auditing them; Costs of group expansion, e.g. financing acquisitions; Costs of direction and control related to protection of the investments.

Chargeable are services, which: To a variable extent create benefits both for the parent company, the group as a whole and one or more subsidiary companies; Are rendered clearly for the benefit of one or more related companies. Business related expenditures, such as: Market analysis for a division Acquisition of and contract negotiations with customers of group companies Drawing up general business conditions Central training, other employee services Advertising, etc.

Examples:

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Financial and accounting services Establishing group accounting principles Accounting support, drawing up accounts Bookkeeping, etc.

Electronics Development Process (EDP): Central hard- and software Establishing EDP concepts Support in development of software, etc. By which company should group services be rendered?

2.1.3.2.6

Internationally costs from a separate company can most easily be charged on. Problematic are charges from operating companies, which to some extent also render group services. Setting up a management or service company can therefore be of advantage. In certain cases integration of the management into the holding company can be interesting. 2.1.3.2.7 Treatment of permanent establishments

The OECD (the Committee of Fiscal Affairs) published in 2006 the revised Parts I-III of its report on the allocation of profits to permanent establishments.11 Substantial consequences for tax planning are provided primarily by the discussion about the Dependent Agent Permanent Establishment. In respect of the profit splitting between head office and permanent establishment there is agreement that it must be split on the arms length principle, but in the interpretation by states there is disagreement about how far the independence fiction of the permanent establishment immanent in the third party comparison should extend, and whether, and if so in what amount, consideration is to be paid for contribution relationships between head office and permanent establishment. In order to provide improved certainty on how profits should be attributed to permanent establishments the Committee of Fiscal Affairs has decided that the Reports conclusions should be reflected in a new version of Article 7. For the interpretation of existing treaties based on the current text of Article 7 the Committee had also prepared a draft of the revised Commentary, which was finally adopted in June 2008 and already included in the 2008 update to the Model Tax Convention. Also in June 2008 the Committee accepted the final report on the allocation of profits to permanent establishments. In July 2008 the OECD released another discussion draft, which includes a new version of Article 7 together with consequential changes to other parts of the OECD Model Tax Convention. It is expected that once finalised, the new Article will be included in the next update to the OECD Model Tax Convention, which is tentatively scheduled for 2010. 2.1.4 2.1.4.1 2.1.4.1.1 LOW TAX COUNTRIES AND OFFSHORE COUTRIES Definition and types Definition

A low tax country is described as a country, which offers protection from high corporate taxes and/or high individual taxes. Protection may be granted against profits and capital taxes, transaction taxes (stamp duty!), income and wealth taxes, inheritance and gift taxes, capital gains taxes and also against currency losses and restrictions.

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Cp. http://www.oecd.org/department/0,3355,en_2649_33753_1_1_1_1_1,00.html, 17.4.2008.

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2.1.4.1.2 a)

Types

Five basic types may be distinguished (overlapping possible): Countries, which impose no profits/income taxes or grant extensive exemption. Examples: Bahamas, Bahrain, Bermuda, Cayman Islands, Kuwait, Monaco, Arabic Emirates, Turks & Caicos Islands, Vanuatu. b) Countries, which tax only territorial profit/territorial income and exempt foreign source income, irrespective of whether a foreign permanent establishment exists or not. Examples: Hong Kong, Liberia, Panama. c) Countries, which grant privileges similar to lit a) or b), but can link them with a DTT network. Example: Netherlands Antilles12

d) Countries with a basically normal profits/income tax system, which privilege certain international business activities. In some cases DTTs can be used. Examples: Gibraltar13, Ireland, Switzerland. e) Channel Islands, Liechtenstein, Luxembourg, Netherlands,

Countries, which privilege holding companies. Examples: Luxembourg, Netherlands, Netherlands Antilles, Switzerland, Liechtenstein, Singapore, Cyprus.

2.1.4.2

Objectives of using low tax countries for companies with international operations

Reduction of the groups overall tax charge. Increasing entrepreneurial flexibility in the reinvestment of funds (as a rule a low tax charge means that more funds are available for reinvestment, for companies in heavily regulated countries, such as South America, condition for corporate expansion). Use of favourable DTT networks. Location for group top company in certain cases. Legitimate uses / functions / tasks of group companies in low tax countries Uses in general

2.1.4.3 2.1.4.3.1

Temporary accumulation of group income. Conduit for DTT benefited income. Use of favourable DTT. Changing qualification of income (e.g. from interest / royalties into dividends).

12

The privilege of not taxing offshore income applies only for offshore firms that were incorporated prior to 2002 and it expires in 2019. However, as a result of the intervention and agreement with the EU, tax exempt companies enjoy the privilege only until 31 December 2010. Since 30 June 2006 no more exemptions have been granted.

13

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STRATEGIC TAX PLANNING

2.1.4.3.2

Uses/functions/tasks in detail

Inter-company finance and treasury management Currency and liquidity management Financing international business Factoring Property insurance/reinsurance Leasing

International production and sales activity Production and inter-company or external sales Central purchasing company for raw materials and semi-finished goods from group companies or third parties Central wholesale company for finished goods; quality control, etc. Research and development Patent exploitation and granting licences

International services Recruitment of employees working internationally Regional head office Holding activity Group holding Sub-holding Country holding Regional holding Criteria for choice of location for a group company in a low tax country General

2.1.4.4 2.1.4.4.1

The choice of the location for a group company depends on a number of factors. They include: Use and function of the company. Locations of the group companies, which should have business relationships with the company in the low tax country. Location of the company.

It is obvious that the foreseen business activities on the one hand are in fact not to be taxed in the low tax country or taxed at only a low rate. On the other hand the interposition of a company in a low tax country should not result in the overall tax charge in the source land increasing and cancelling the tax advantage of the low tax country. Example: Royalty payments by a subsidiary company in Ireland to the parent company in Switzerland are not subject to source tax in Ireland pursuant to the DTT. The interposition of a non-resident patent exploitation company in the Channel Islands results in Irish source tax of 20%, because for an Offshore company no DTT is applicable. Depending on the business activity foreseen, the location of a group company may be in a country, which provides tax benefits for this specific activity, but which otherwise is a high tax country.

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STRATEGIC TAX PLANNING

Examples: Holding and domicile companies in Switzerland Investment incentives (temporary tax exemption for profits, low interest loans, preferential land prices) for newly located manufacturing companies in many European countries (e.g. Switzerland, Ireland, Scotland, Netherlands, Germany).

A high tax country can however also become a tax paradise, if because of the tax situation specific to the company a function or activity is not taxed or taxed only at a low rate. Examples: Company with tax losses available for carrying forward takes over a profitable group function. New acquisition financed by debt is made by profitable company in a high tax country. Main tax criteria affecting choice of location

2.1.4.4.2 a)

Tax situation in state of residence of top group company, e.g. see through and/or abuse legislation for combating use of low tax countries. Direct and indirect taxes Source taxes on the distribution and passing on of profits. Source taxes Residence problem

b) Taxes and duties in the low tax country:

c)

Tax situation in the source country:

d) Effects of DTTs. 2.1.4.4.3 a) Main non-tax criteria affecting choice of location

Political and economic stability.

b) No currency restrictions. c) Efficient and competent infrastructure and administration (telecommunications, banks, labour market, languages, road and rail network, international accessibility, time zone).

d) Strict bank and business secrecy protection. e) f) Property protection. Flexible and uncomplicated corporate law including possibility of bearer shares.

g) Simple departure possible. 2.1.4.5 2.1.4.5.1 Countermeasures of the countries involved General

As far as countermeasures are concerned a distinction must be made between those of the countries of residence of the top group company, those of the source countries and those of the low tax countries, which do not wish to be abused. The most drastic are the unilateral measures taken by the countries of residence of the top group company. These see their own tax substrate unjustifiably reduced by its use by group companies in low tax countries. The countermeasures typically have the consequence that the income of the group company in the low tax country is added to the income of the top group company on a current basis, i.e. irrespective of when it is

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STRATEGIC TAX PLANNING

distributed and is taxed in its state of residence. The countermeasures are typically anchored in tax legislation, their application is based on objectively measurable criteria and no longer on the subjective tax evasion notion and they stretch beyond the normal tax sovereignty borders. The source countries protect their tax substrate unilaterally, firstly by taxing certain payments at source (dividends, interest, royalties, leasing expenditure, leasing payments), secondly by applying the dealing at arms length principles and the resulting transfer prices for inter-company transactions in goods, finance and services. By means of the DTT the source countries protect themselves by the use of subjective (e.g. Art 9 (2) (a) (i) DTT CH-NL) or objectivised abuse provisions (Treaty shopping clauses). The low tax countries try partly by unilateral measures to limit or prevent their abusive use as a country of interposed companies. Examples: General abuse practice in the Netherlands. Swiss abuse decree 1962 (BRB 62) and 1999 (KS 99). Countermeasures of selected countries of residence of top group companies

2.1.4.5.2

Canada Foreign Accrual Property Income (FAPI) rules tax directly in Canada passive income of group companies accumulated abroad.

France Art. 57, 209B and 238A Code Gnrale des Impts. Germany Aussensteuergesetz (Foreign Transaction Tax Act): Add on of detrimental income of low taxed foreign intermediate companies pursuant to 7ff. ASTG.

UK Controlled Foreign Company (CFC) legislation: If companies, which are controlled by a UK company, are subject abroad to a foreign taxation level, which is lower than three quarters of the UK tax, there may be an add on.

Italy Controlled Foreign Corporation (CFC) legislation with black list analogous to Great Britain. Income of controlled companies, which figure on the black list, is taxed at the date of inflow. In addition payments by an Italian company to a foreign company, which is noted on the black list are not tax deductible.

USA CFC legislation with so-called Subpart F rules. Income of foreign Base Companies is added on as income directly to the shareholders resident in the USA (deemed dividends). In addition there are Passive Foreign Income Company (PFIC) rules, which apply for foreign firms that are not Controlled Foreign Corporations.

Japan Also CFC legislation with black list.

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STRATEGIC TAX PLANNING

Russia Since 1 January 2008 Russia maintains a black list. The Russian affiliation privilege (exemption of dividends from source tax) is not granted for countries, which stand on this list. Contrary to the original draft Switzerland (in particular Zug), Belgium and Luxembourg in contrast to Cyprus do not appear on this list.

2.1.4.6 2.1.4.6.1

Possibilities of using low tax countries and offshore countries by Swiss business groups General

At this point one particular area of tax planning, namely the use of low tax countries and offshore countries by Swiss groups, is to be illustrated more closely. Swiss groups have traditionally performed less international tax planning, involving low tax countries and offshore countries than comparable foreign groups. Various reasons can be cited for this attitude. Firstly, in international comparison, Switzerland traditionally has low tax rates for companies. In addition Swiss tax law permits a liberal structuring of the assessment base. By means of the valuation, depreciation and reserve practice in Swiss tax law the profits reported for tax purposes can be reduced to a sensible level and income taxes deferred, if not finally saved. Furthermore the Swiss tax landscape already provides for low tax locations, which can be used tax favourably e.g. as the domicile for patent exploitation companies, central purchasing companies, finance, factoring, cash management companies, etc. It is not least ethical considerations, which may deter above all stock exchange listed Swiss groups from using an exotic country as the location for a group company. 2.1.4.6.2 Possibilities and plausibility

Group financing Foreign business: public bond not in Switzerland (for foreign creditors withholding tax an insuperable obstacle). Offshore finance company: Eurobond with guaranty of the guaranteeing top group company: only exempt from withholding tax and issue duty, if used abroad (Circular No. 6746 of the Swiss Bankers Association). In practice there is a possibility not to qualify it as a Swiss bond, if the funds are used to repay existing liabilities to the guaranteeing top group company.

Factoring, currency and liquidity structuring Can be in connection with financing activity in offshore company. But needs infrastructure and substance.

Insurance/re-insurance Inter-company assumption of certain sub-risks for cost reasons usual. Location of a captive insurance company is optimised for insurance regulatory and tax reasons, as a rule no DTT protection necessary.

Patent exploitation, trademarks, brands The centralisation of intellectual property rights can be advantageous for a diversity of operating reasons: management/administration, uniform use, protection from unauthorised use abroad, etc. The location chosen for the central patent company should, if possible, be close to the top group company. For Swiss groups therefore a tax favourable location in Switzerland is preferable to a location abroad. Frequently DTT protection is necessary and therefore a location directly in a tax haven is not optimal. It may be possible to achieve an advantageous structure indirectly by interposing an intermediate company (NL/NL Antilles).

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STRATEGIC TAX PLANNING

Central purchasing company The establishment of central purchasing companies may be advantageous for diverse operating reasons. However as a rule an operation requires employees and infrastructure. The location must also take this into account.

Foreign holding companies for countries, regions, etc. Foreign holding and sub-holding companies support tax optimisation in the countries or regions concerned and/or tax optimal repatriation of assets to Switzerland. Country holdings are inter alia advantageous in the USA, D, F, UK, E, etc., regional holdings e.g. in Singapore.

Production Benefiting from investment incentives in various countries in Europe. Swiss cantons also offer such incentives.

2.1.4.7 2.1.4.7.1

Countermeasures of the Swiss tax authorities Permanent establishments or domicile fiction

Assumption by the Swiss tax authorities that a foreign company has its effective place of business or a permanent establishment in Switzerland (cp. BGer dated 4.12.2003 = StE 2005 B 71.31 Nr. 1). This risk also exists inter-cantonally. 2.1.4.7.2 Tax evasion

Non-recognition of foreign subsidiary or group companies because of tax evasion (cp. judgment 2A.145/2005 of 30 January 2006, StR 61, 523ff). 2.1.4.7.3 Non-recognition of expense

Payments by the Swiss group company to group companies in low tax countries or tax havens are not recognised as commercially justified (cp. StE 2006 B 92.3 Nr. 15; StE 1986 B 92.3 Nr.1). 2.1.4.7.4 Ignoring intermediate company (see through)

The taxpayer, to which the income accrues and is recorded, is regarded as non-existent (cp. BGer of 9.5.1995 = StE 1995 B 72.11 Nr. 3). 2.1.4.7.5 Withholding tax

Bonds issued by foreign subsidiary companies with a guarantee from the Swiss parent company: withholding tax is not imposed, only if a bond is issued in foreign currency and the funds are not used to finance Swiss business (RB II G c 49). In the case of activities of an offshore company, which give rise to expense in Switzerland, such as central financing, factoring, group insurance, royalty payments, raw material purchases, etc., care must be taken that the offshore company has at its disposal the necessary substance and infrastructure plausibly to be able to perform this business. Furthermore the payments must meet the arms length test. The Swiss tax authorities will examine in detail whether the companys effective place of business is not in Switzerland or at least there is not a permanent establishment here. They will possibly claim that the payments are not market conform and not admit the payments for deduction. In the case of activities, which e.g. temporarily accumulate profits of foreign group companies abroad and/or above all reduce the profits of the foreign group companies, the tax authorities pay less attention. Care must nonetheless be taken that such offshore companies are not regarded as resident for tax purposes in Switzerland following the domicile fiction or the tax evasion concept.

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STRATEGIC TAX PLANNING

2.1.4.8

Commissionaire structures as opportunity for improving value creation and exploiting tax advantages

Most business groups have grown organically and the distribution of tasks among group companies has developed historically. The administrative tasks of the individual companies generally increase as the group grows. Over time duplications of effort and even inefficiencies arise. The distribution of functions among the group companies and the related risks and administrative tasks must therefore from time to time be critically reviewed and, if necessary, trimmed down or re-distributed. One improvement possibility lies in greater centralisation and coordination. On the one hand this simplifies the management of the group companies, on the other multiple costs can be avoided. In order to realise the centralisation, a Business Control Centre or even a commissionaire structure is introduced. In principle the two structures do not differ substantially; the commissionaire structure merely goes a step further in sales: the classical sales companies with all the risks and functions are replaced by commissionaires. Frequently an own sales organisation already exists in those countries, which are important for the group. These sales companies can in the future operate as commissionaires, whereby their function is re-defined. In line with the tasks the risks are also re-distributed. In order to understand the distribution of the tasks and risks, one must visualise the fundamental principle of a commissionaire structure. A commissionaire structure is often combined with contract manufacturing. 2.1.4.8.1 The commissionaire structure

The Swiss Code of Obligations governs the commission (agency) relationship for moveable goods (Art. 425 Art. 439 OR). A distinction must be made between the commissioner, that is the owner of the goods being sold, and the commissionaire (agent), who in the eyes of the customers acts as seller of the goods. Frequently the commissioner is also referred to as the principal. The particularity of the commission relationship is that the commissionaire sells the goods in his own name, but for account of the principal. The customer as recipient of the goods is not affected by this fact. The customer concludes the sales contract with the commissionaire. The commissionaire has in turn concluded a contract with the principal, which governs the rights and obligations of the commissionaire and of the principal. In particular the commission, the compensation for the commissionaires effort, is laid down, as a rule a defined percentage of the revenue. All risks in connection with the goods remain with the principal, because until they are sold it remains their owner. In most cases the principal also bears the logistics risks, the foreign currency risks and all guarantee risks. Equally the credit risk and the research and development risk can be transferred to the principal. 2.1.4.8.2 Market conform control

Under Contract Manufacturing a company produces as instructed by another company. The customer is as a rule the Business Control Center or the principal, which functions also as the commissioner in the commissionaire structure. The risk distribution between the contract manufacturer and the customer varies. The advantage is that the principal can control centrally the production of the various production companies in line with market needs. It determines where and when and in what quantity and quality for which market is produced. The principal always acts in the overall interest of the group, while the production companies in the first instance place their own interests in the foreground. 2.1.4.8.3 Value creation by coordination and monitoring

The advantages of the commissionaire structure derive from the centralisation of certain functions and risks with the principal. It undertakes the central monitoring and functions as the balancing pole in the value creation chain. In general better coordination and monitoring of the local commissionaire companies is possible, because as a rule the principal is responsible also for quality assurance and price setting. The administrative processes are simpler and the commissionaires can concentrate on their core function, namely selling. Their future results improve in particular as a result of higher revenue and efficient cost management. The customers business partner continues to be a local company, which is important for market presence.

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STRATEGIC TAX PLANNING

2.1.4.8.4

Privileged tax status

The structure has in addition tax advantages, particularly in determining transfer prices. There is no longer an inter-company sale of goods, but the principal sells the goods, which may be produced by a contract manufacturer, directly to the customer. Furthermore the principal can be situated in a tax favourable location. In practice frequently chosen locations are the Netherlands, Ireland and Switzerland. Although the sale takes place over the commissionaire, the customer revenues are to be attributed to the principal, because it remains owner of the goods until they are sold. If for example a Swiss principal serves several countries, the Swiss source revenues represent only a small part of the total revenues, while the share of the revenues from foreign sources in most cases predominates. It is therefore frequently possible to obtain a privileged tax status at cantonal and communal tax level (mixed company) and so to reduce the tax charge to about 9 to 11%. As a result of the fact that many functions and risks are concentrated in the principal, its share of the profit in the value creation chain is correspondingly high. Therefore a considerable portion of a groups profits are taxed at relatively low rates. The profit remaining locally for the commissionaire or contract manufacturer falls as a result of the new function and risk distribution. These companies are, as a result of determining the amount of the commission or of the production mark up, therefore left with a profit and therefore a reduced, but constant tax base.

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LITERATURVERZEICHNIS

LITERATURE (CONSULTED AND FOR FURTHER READING)

ABKOMMEN zwischen der Schweizerischen Eidgenossenschaft und der Europischen Gemeinschaft ber Regelungen, die den in der Richtlinie 2003/48/EG des Rates im Bereich der Besteuerung von Zinsertrgen festgelegten Regelungen gleichwertig sind, SR 0.642.026.81; AS 2005 2571, (ZBstA). ALTORFER JRG, Kauf und Verkauf von Kapitalunternehmungen im Steuerrecht, Bern/ Stuttgart/Wien 1994. ARNOLD RETO, Gesetzliche Regelung der indirekten Teilliquidation Ende gut, Alles gut?, in: Steuerrevue 2007, S. 78-92. BOEMLE MAX, Unternehmungsfinanzierung, 13. A., Zrich 2002. BRAUCHLI BARBARA/BUSSMANN SAMUEL, Indirekte Teilliquidation kehrt nun Ruhe ein?, in: Der Schweizer Treuhnder, 10/2007, S. 775-780. BRAUCHLI BARBARA/BUSSMANN SAMUEL/MARBACH MATTHIAS, Verkauf von Beteiligungsrechten aus dem Privat- in das Geschftsvermgen eines Dritten (indirekte Teilliquidation). Ausgewhlte Fragestellungen zum Kreisschreiben Nr. 14 (1.Teil), in: IFF Forum fr Steuerrecht 2008/1, S. 47-64. BRAUCHLI BARBARA/BUSSMANN SAMUEL/MARBACH MATTHIAS, Verkauf von Beteiligungsrechten aus dem Privat- in das Geschftsvermgen eines Dritten (indirekte Teilliquidation). Ausgewhlte Fragestellungen zum Kreisschreiben Nr. 14 (2.Teil), in: IFF Forum fr Steuerrecht 2008/2, S. 92-109. BRLISAUER PETER, Gewinnabgrenzung zwischen Stammhaus und Betriebssttte im internationalen Verhltnis, in: Der Schweizer Treuhnder 9/2005, S. 720-729. BUNDESRATSBESCHLUSS vom 14. Dezember 1962 betreffend Massnahmen gegen die ungerechtfertigte Inanspruchnahme von Doppelbesteuerungsabkommen des Bundes. SR 672.202. EGON ZEHNDER INTERNATIONAL/PRICEWATERHOUSECOOPERS, Beteiligungsmodelle fr Fhrungskrfte in der Schweiz, Projektstudie, 1998. ESTV (Hrsg.): - Kreisschreiben vom 17. Dezember 1998 (KS 1999) bezglich der Anwendung der Missbrauchsvorschriften (BRB 1962) auf aktiv ttige, brsenkotierte und Holdinggesellschaften. - Kreisschreiben Nr. 5 (30. April 1997), Besteuerung von Mitarbeiteraktien und Mitarbeiteroptionen, Steuerperiode 1997/1998. - Kreisschreiben Nr. 5 (1. Juni 2004), Umstrukturierungen, Steuerperiode 2004. - Kreisschreiben Nr. 6 (6. Juni 1997), Verdecktes Eigenkapital (Art. 65 und 75 DBG) bei Kapitalgesellschaften und Genossenschaften, Steuerperiode 1997. - Kreisschreiben Nr. 14 (1. Juli 1981), Forderungsverzicht durch Aktionre im Zusammenhang mit Sanierungen von Aktiengesellschaften. - Kreisschreiben Nr. 14 (6. November 2007), Verkauf von Beteiligungsrechten aus dem Privat- in das Geschftsvermgen eines Dritten (indirekte Teilliquidation). - Merkblatt A 1995: Abschreibungen auf dem Anlagevermgen geschftlicher Betriebe, April 2001. - Rundschreiben: Zinsstze 2008 fr die Berechnung der geldwerten Leistungen (1. Februar 2008). - Rundschreiben: Besteuerung von Mitarbeiteroptionen mit Vesting-Klauseln (6. Mai 2003). - Wegleitung betreffend die Aufhebung schweizerischen Verrechnungssteuer auf Dividendenzahlungen zwischen verbundenen Kapitalgesellschaften im Verhltnis zwischen der Schweiz und den Mitgliedstaaten der Europischen Union, 15. Juli 2005.

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LITERATURVERZEICHNIS

HELBLING ANDREAS/WETLI ROGER, Zinsbesteuerungsabkommen Schweiz-EU Art. 15 Zinsbesteuerungsabkommen, 1. Teil in: ST 1-2/2006, S. 81-89; 2. Teil in ST 12/2006, S. 959-970. HHN ERNST (HRSG.), Handbuch des Internationalen Steuerrechts der Schweiz, 2. A., Bern/Stuttgart/Wien 1993. HHN ERNST/MUSLI PETER, Interkantonales Steuerrecht, 4. A., Bern/Stuttgart/Wien 2000. HHN ERNST/WALDBURGER ROBERT, Steuerrecht Bd. I, 9. A., Bern/Stuttgart/Wien 2001. HHN ERNST/WALDBURGER ROBERT, Steuerrecht Bd. II, 9. A., Bern/Stuttgart/Wien 2002. INTERKANTONALE KOMMISSION FR STEUERAUFKLRUNG (Hrsg.), Die Besteuerung der juristischen Person, Bern 1999. KSTV (Hrsg.), Merkblatt zur Besteuerung von Mitarbeiterbeteiligungen, 28. November 1997. KSTV (Hrsg.), Steuerliche Behandlung von Mitarbeiterbeteiligungen nderungen, 2002. LOCHER PETER, Einfhrung in das internationale Steuerrecht der Schweiz, 3. Aufl., Bern 2005. LTOLF PHILIPP/ KUNZ ROGER M. Aktienrckkufe in der Schweiz, in: Der Schweizer Treuhnder 4/2005, S. 280-286. MARTI ARMIN/LEDERGERBER DANIEL, Internationale Steuerplanung mit immateriellen Wirtschaftsgtern, in: Der Schweizer Treuhnder, 3/2005, S. 187-195. MSCH GERALD/FOUNTOULAKIS CHRISTIANA, SOCIETAS EUROPAEA Ein Vehikel fr den Schweizer Investor?, in: Schweizerische Zeitschrift fr Wirtschaftsrecht, 2/2005, S. 49-58. MEIER-HAYOZ ARTHUR/FORSTMOSER PETER, Schweizerisches Gesellschaftsrecht, 9. A., Bern 2004. MEIER-SCHATZ CHRISTIAN, Das neue Fusionsgesetz, Zrich 2000. MEIER-SCHATZ CHRISTIAN, Die Zulssigkeit aussergesetzlicher Rechtsformwechsel im Gesellschaftsrecht, ZSR NF 113/1994 I, S. 353-387. MONSTEIN URS, Wahl der Rechtsform eines Unternehmens unter steuerlichen Gesichtspunkten, Bern/Stuttgart/Wien 1994. OERTLI MATHIAS/CHRISTEN THOMAS, Das neue Fusionsgesetz (1. + 2. Teil), in: Der Schweizer Treuhnder, 1-2/2004, S. 105-111 sowie 3/2004, S. 219-226. RAPPAPORT ALFRED, Creating Shareholder Value, 2. ed., New York 1998. RASCHLE, NORBERT A./SCHNENBERGER DANIEL, Transfer Pricing operative Umsetzung neuer Geschftsstrategien, in: Der Schweizer Treuhnder, 4/2005, S. 302-306. REICH MARKUS, Verdeckte Vorteilszuwendungen zwischen verbundenen Unternehmen, ASA 54 (1985/86), S. 609. REICH MARKUS, Der Begriff der selbstndigen Erwerbsttigkeit im Bundesgesetz ber die direkte Bundessteuer, in: Problmes actuels de droit fiscal, Mlanges en lhonneur du Professeur Raoul Oberson, hrsg. von BLAISE KNAPP et al., Basel/Frankfurt a. M. 1995, S. 115. REICH MARKUS, Zeitliche Bemessung in: Hhn Ernst/Athanas Peter (Hrsg.), Das neue Bundesrecht ber die direkten Steuern, Bern 1993. REICH MARKUS/DUSS MARCO, Unternehmensumstrukturierungen im Steuerrecht, Basel/Frankfurt a.M. 1996, Kapitel 7 bis 9. RIEDWEG PETER, Management Buyout, in: Der Schweizer Treuhnder, 9/91, Seiten 433ff.

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LITERATURVERZEICHNIS

RISI ANDREAS/SCHMID REMO, Besteuerung von Mitarbeiterbeteiligungen Gesetzesentwurf im Parlament, in: IFF Forum fr Steuerrecht 2005, S. 200-209. SCHWEIZERISCHE KAMMER DER BCHER-, STEUER- UND TREUHANDEXPERTEN (TREUHAND-KAMMER) (Hrsg.), Schweizer Handbuch der Wirtschaftsprfung, Bd. 1, Zrich 1998. SCHWEIZERISCHE KAMMER DER BCHER-, STEUER- UND TREUHANDEXPERTEN (TREUHAND-KAMMER) (Hrsg.), Spezialnummer Fusionsgesetz, in: Der Schweizer Treuhnder, 11/2004, S. 893-1038. THOMMEN JEAN-PAUL, Managementorientierte Betriebswirtschaftslehre, 7. berarb., erg. A., Zrich 2004. VOLKART RUDOLF, Wertorientierte Steuerpolitik, 2. aktualisierte und berarbeitete A., Zrich 2006.

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TAX LINKS

4 4.1

TAX LINKS MOST IMPORTANT LINKS FOR CURRENT ARTICLES

http://www.bilanz.ch

Bilanz Online:

Cash Online:

http://www.cash.ch

Handelszeitung:

http://www.handelszeitung.ch

Steuerrevue:

http://www.steuerrevue.ch

Schweizer Treuhnder: http://www.treuhaender.ch

4.2

IMPORTANT LINKS TO TAX AUTHORITIES

Vgl. Linkliste der ESTV: http://www.estv.admin.ch/d/dokumentation/links.htm

4.3

IMPORTANT LINKS FOR LEGAL TEXTS

Corpora juris Federation, Cantons and Foreign: http://www.parlament.ch/d/infothek/in-pd-parlamentsrecht/in-schweiz-in-kuerze/in-schweiz-in-kuerzelin/Seiten/li-gesetzessammlungen.aspx

BGE: http://www.bger.ch/

Linkliste Lehrstuhl Prof. Reich: http://www.rwi.uzh.ch/reich/

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