Although every contract is unique there are some terms that should not be forgotten...
Takeovers Code – Small Companies Minimum Asset Threshold
Those familiar with the Takeovers Code will immediately sympathise with the inordinate compliance costs...
Debt Remission
An age old problem is the current asymmetric tax outcome when debt is remitted (forgiven) between related or associated parties.
Closely Held Companies
In my last newsletter I commented on proposed changes to the rules for look through companies (LTCs).
Health & Safety Laws
April 1 marks the commencement date for the new health and safety laws.
Restraints of Trade
These are of course often sought and usually given on a business sale.
Approved Issuer Levy/NRWT
Changes are afoot to the rules imposing non-resident withholding tax (NRWT) on related party debt.
Companies and Limited Partnerships Rule Changes
The requirements for New Zealand resident directors of all companies incorporated here have now come into force. so have the strengthened identification requirements that require directors to disclose their date and place of birth.
Purchase Price Adjustments
Share sale agreements invariably provide for an agreed price that presupposes a fixed working capital balance at settlement. That balance is often agreed to be zero which will require the purchaser itself to ensure funding of working capital is available immediately after settlement.
Earn Outs
These are a commonly used vehicle for managing the respective interests and expectations of vendor and purchaser. Conceptually they are straight forward; practically they are anything but.
Restructuring Issues
Groups of companies often strive for simplicity through the disposal of unwanted companies. How is that done?
Issues on selling a business Part 3
This is the third in a series of articles that will appear identifying discrete issues in selling a business.
Is Capitalising debt tax avoidance?
Inland Revenue has issued a recent statement to the effect that issuing shares in cancellation of debt owed to a shareholder is tax avoidance. They say it is tax avoidance because of the purpose and effect of avoiding remission income that would otherwise arise if the debt was forgiven/remitted. Inland Revenue's statement is alarming.
Finance Leases and Operating Leases
Finance leases are leases of assets for a fixed term where the lease payments relate to the value of the asset and not the use of them.
Tax Trap on Share Acquisitions
Acquirers of shares need to take note of an important 2014 tax law change. The change is in the area of loss offsets between group companies.
Impact of Remission income on Loss Offsets
This article addresses a company that has a loss on account of expenditure which the company ultimately never pays. The particular context is use of the loss by way of offset against profits of a group company. What happens when the loss company is relieved of the obligation to pay the expenditure?
Issues on selling a business Part 2
This is the second in a series of articles that will appear identifying discrete issues in selling a business.
Minimising Tax Penalties (Voluntary Disclosure)
Taking an incorrect tax position carries the risk of penalty by what are referred to as shortfall penalties. These are assessed at a percentage of the shortfall in tax paid that has arisen as a result of the incorrect tax position.
Shareholder Disputes - Managing exits by a shareholder
Take a private company setting, say 3 individual sharheolders. One of the shareholders has begun to cause trouble. The other two shareholders want him or her gone. What can be done?
Joint Ventures
The starting point with any proposed joint venture is the choice of structure. The most common form of joint venture is an unincorporated joint venture (UJV). An alternative is to form a special purpose company for the purpose (or a limited partnership or trading trust might be used).