Sale of Carter Holt Harvey's pulp, paper and packaging business
Advised Carter Holt Harvey on all tax aspects of the sale of its pulp, paper and packaging business to Oji Holdings Corporation and Innovation Network Corporation of Japan for NZ$1.037 billion.
Fletcher Building sale of Pacific Steel Group
Acted for Fletcher Building on all New Zealand tax aspects of the sale of the downstream long-products rolling and marketing operations of Pacific Steel Group to BlueScope Steel.
BHP Billiton demerger
Advised BHP Billiton on the New Zealand aspects of the demerger of global metals and mining company South32 from BHP Billiton.
Public private partnerships (PPPs)
Advised the New Zealand Treasury (through the National Infrastructure Unit) in connection with their model form of project agreement for PPPs. Subsequently advised NZ Transport Agency, Ministry of Education, Department of Corrections on the indirect tax aspects associated with a number of PPPs including: the Transport Agency on the Transmission Gully project; the Ministry of Education on the development of new schools in Auckland, Canterbury and Queenstown; and the Department of Corrections on the Auckland prison project.
Mighty River Power IPO
Advised the Crown (through the Treasury) as part of its role acting on the high profile IPO of Mighty River Power (MRP) involving the Crown making a public offering of 49% of its shares in MRP and the listing of MRP on both the NZX Main Board and ASX. Our team obtained an Inland Revenue Department Product Ruling on behalf of the Treasury confirming the tax treatment of loyalty bonus shares. Loyalty bonus shares had not previously been offered in a New Zealand securities offering.
Meridian Energy IPO
Advised the Crown (through the Treasury) on the IPO of Meridian Energy (the largest investment in an IPO by retail investors in New Zealand history). The transaction involved the Crown making a public offering of 49% of its shares in Meridian by way of instalment receipts and the listing of Meridian on both the NZX Main Board and ASX. Meridian is New Zealand’s largest electricity generator and its IPO was the largest transaction in the mixed ownership model programme. Our team obtained a Tax Ruling from the Inland Revenue Department on behalf of the Treasury confirming the tax treatment for investors in the IPO of the purchase of Instalment Receipts in Meridian Energy.
Crown Fibre Holdings ultra-fast broadband initiative
Advised Crown Fibre Holdings, a Government owned investment vehicle, on the tax aspects of the Government's ultra-fast broadband initiative. The initiative included the investment by Crown Fibre Holdings of up to NZ$929 million of complex debt and equity instruments in Chorus, the company spun out of Telecom Corporation of New Zealand.
Cooper and Company Britomart precinct redevelopment
Advising developer Cooper and Company on the tax impacts of its redevelopment of the Britomart precinct and lease of space to major commercial and retail tenants. This development is the largest historic restoration project to be undertaken in New Zealand and includes the development of major new buildings on Auckland's waterfront. Our work spans tax and GST advice on all aspects of the project including construction and finance, general corporate income tax advice and advising on tax disputes.
Parininihi ki Waitotara Incorporation (PKW) restructuring
Advising PKW, one of New Zealand's major corporate dairy farmers, in relation to the restructuring of its corporate structure.
Soho Property Limited land protection agreement
Advising Soho Property on all tax and legal matters relating to the establishment of New Zealand’s largest ever private land protection covenants, which extend to 53,000 ha of New Zealand’s alpine region creating one of the largest public walking access areas in New Zealand.
Optional Convertible Notes (OCN) funding arrangements
Advising a number of Australian listed companies on a dispute with the Inland Revenue Department over the use of OCNs to fund investments in New Zealand subsidiaries involving allegations of "tax avoidance”.
Our team represented Alesco New Zealand in what has become the test case regarding the use of OCNs in the High Court and Court of Appeal. Leave was granted to appeal to the Supreme Court but the case was resolved between the parties before that hearing.
The OCN cases involved a number of significant issues relating to the application of New Zealand’s anti-avoidance law.
Convertible note funding arrangements
Acting for a number of New Zealand subsidiaries of international groups in dispute with the Inland Revenue Department involving an allegation of “tax avoidance” in relation to the entry into convertible note funding arrangements in the mid-2000s to fund New Zealand operations (including investment acquisitions and refinancing). The cases involve novel and important issues and the outcome will be significant in terms of the development of New Zealand anti-avoidance law. Each of the transactions is entered into to fund entirely legitimate (non-tax related) activity.
Representing Sovereign (owned by ASB) in a complex tax challenge proceeding at the High Court and Court of Appeal against the Inland Revenue Department relating to the income tax treatment of certain payments made under life reinsurance treaties entered into by Sovereign with German reinsurers.
New Zealand Thoroughbred Racing (NZTR)
Advising NZTR, the national regulatory body for all race clubs, on a dispute with Inland Revenue Department in connection with the GST treatment of stake payments. Court proceedings are expected to be filed this year.
This is a high-profile client, involves important legal principles, and the dispute has industry-wide implications.
Advising a number of charitable entities in relation to disputes with the Inland Revenue Department and Department of Internal Affairs in connection with their status as tax-exempt charitable entities.
Advised one of New Zealand’s largest listed companies on the FATCA status of captive treasury companies. This work involved consideration of the relationship between the New Zealand Intergovernmental Agreement and the US Treasury Regulations, and the ability to choose between those two sets of rules to achieve a desirable outcome for the client.
Advised an Australian listed insurance company on the FATCA status of its New Zealand subsidiaries. This work involved consideration of whether the insurer could be a specified insurance company, and the distinction between active and passive non-financial foreign entities in an insurance context. Our work gave the client clarity on how to represent its status under FATCA in arrangements with US counterparties.