slaughter and may A GAAR is born William Watson

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1 slaughter and may article october 2012 William Watson Tax has become front page news in the UK. Indeed, tax - and the avoidance of it - may have received as much attention in the UK as any other financial story over the past year. For that, a report delivered by a committee of the House of Commons in late 2011 is at least in part responsible. The committee had examined a number of tax settlements reached with major corporate groups by Her Majesty s Revenue and Customs (HMRC). Its report was critical, claiming that HMRC had been too lenient and had failed to follow proper procedures. The more serious British newspapers picked up the story and then began to look for other supposed tales of dark doings in the UK tax world. They alighted on film financing partnerships, designed to secure tax relief for investors while minimising their real economic exposure. This has been a fertile source of tax scheming over many years. A notable example is a case called Ensign Tankers, which ended in defeat for the taxpayer in the House of Lords in the early 1990s. (The film that it financed, Escape to Victory, was notable too, featuring a team of Second World War prisoners which included Pelé and Sylvester Stallone.) Through a combination of non-recourse loan and circular cashflows, the partnership attempted unsuccessfully - to obtain tax relief for $14 million even though it had only $3.25 million at risk. Fast forward twenty years and the press discovered that HMRC were litigating similar schemes which involved well-known footballers and other celebrities as investors rather than actors. This made for an ideal story: a weighty topic, but plenty of opportunity for photographs of famous faces. So if you believed the newspapers, you would conclude that large companies and wealthy individuals were avoiding tax while the rest of the country suffered the continuing effects of the financial crisis. Meanwhile, the UK Government was already looking at an idea which had been considered but rejected in the late 1990s. No matter that a more thorough report by a retired judge showed that HMRC had in fact done rather well out of the contentious tax settlements, that the UK s disclosure regime was clearly proving very effective in reducing the number of tax schemes, that HMRC already has a panoply of targeted antiavoidance rules at its disposal, and that the courts already seemed very sympathetic to HMRC s cause. By the end of 2011, the political momentum behind a GAAR was so strong that legislation became a near certainty. One might expect the result to have been a review of GAARs in other countries and a statutory provision which drew on the more successful precedents. But as ever, the UK likes to do things differently. A Consultation Document ( the ConDoc ) published in June 2012 put forward the following as the central test in the GAAR: a transaction should be caught if it cannot reasonably be regarded as a reasonable course of action.

2 In the author s view, that is a remarkable formulation. The principled objection to a GAAR is that it will necessarily increase uncertainty. Accepting that as an inevitable feature, the proposed test seems both extraordinarily vague and extraordinarily subjective. To understand why it has been proposed, it is helpful to delve into some history. The long and winding road Enactment of a GAAR, particularly in such a form, would be a radical development in UK law. For many years, the courts followed the Duke of Westminster principle when deciding tax disputes. This refers to a case heard by the House of Lords in 1936, and in particular to a statement in the leading judgment given by Lord Tomlin: Every man is entitled if he can to order his affairs so that the tax attaching under the appropriate Acts is less than it otherwise would be. The case concerned an arrangement under which the Duke of Westminster stopped paying his gardeners (non-deductible) salaries and, instead, covenanted to pay them (deductible) annuities. Lord Tomlin considered that the legal position was clear, and could not be displaced by the so-called doctrine of the substance. This approach to the interpretation of tax legislation held good for more than forty years. However, as tax rates increased in the late 1960s and 1970s, schemes designed to exploit judicial acceptance of form over substance in tax matters became ever more ambitious. The high (or low) watermark was a case called Plummer, decided by the House of Lords in The House upheld the efficacy of a scheme under which the taxpayer covenanted to make five annual payments to a charity in return for a single lump sum of the same total amount. Complex arrangements ensured that neither party was exposed to any commercial risk and the taxpayer was able to claim deductions for the payments he made, while treating the lump sum as a non-taxable capital receipt. The House of Lords finally lost patience two years later, when it heard the seminal case Ramsay v IRC. The taxpayer company had acquired another company and entered into a series of self-cancelling transactions which, it claimed, left it with a nontaxable gain on disposal of a loan and an allowable loss on disposal of shares. The House of Lords held that a composite transaction of this nature should be viewed as a whole, in which case there was neither gain nor loss - the transactions were a fiscal nullity. Their Lordships claimed there was nothing new in their approach and that it was entirely consistent with the decision in the Duke of Westminster case. However, some years later a scheme very similar to the one that had succeeded in Plummer came before the House of Lords (Moodie v IRC, 1992). Applying Ramsay, the court found for the Revenue. The judicial change of direction was complete. The Ramsay principle is now cited by HMRC whenever it wishes to challenge a complicated taxdriven transaction. The most concise statement of the principle as it is currently understood was given in a Hong Kong case in 2003 and then endorsed by the House of Lords in BMBF v Mawson (2004), which is now the leading case on Ramsay: The ultimate question is whether the relevant statutory provisions, construed purposively, were intended to apply to the transaction, viewed realistically. However, this judicial approach is not a panacea. The UK courts are certainly supportive of HMRC s efforts to counter the racier end of the tax-planning spectrum. But Ramsay can struggle to overcome schemes which target gaps between different parts of the legislation, or rules which are so prescriptive that it is hard to discern a clear policy intent. The most notable example is a case called Mayes, which first came before the higher courts in It centred on a scheme ( SHIPS 2 ) to generate income tax relief from a convoluted series of transactions involving two life assurance policies. Both the High Court and the Court of Appeal concluded with some reluctance that, treating Ramsay as no more than a principle of statutory construction, the scheme could not be defeated. 02

3 GAARs, GAARS, GAARs The realisation that Ramsay would never be the complete answer from HMRC s point of view helped to create the political sense that something must be done. This led to the appointment in December 2010 of Graham Aaronson QC, an experienced tax barrister, to lead a study to establish whether a General Anti- Avoidance Rule (GAAR) could be framed that would be appropriate for the UK tax system and, if so, how the provisions of the GAAR might be framed. At this point it is useful to consider how other countries have approached the same issue. United States As ever in tax matters, the most complicated answer to the question is provided by the US. US courts have, over the years, developed four anti-abuse doctrines: substance over form, which can be traced back to the Supreme Court decision of Gregory v Helvering (1935); step transaction, under which inserted steps can be disregarded (a doctrine applied by the UK judiciary, albeit more narrowly, in Furniss v Dawson (1984) though the degree of factual recharacterisation required by that case might not find favour with the UK courts today); sham transactions ; and the economic substance doctrine. Indeed, the complexity is such that the number and classification of the doctrines is not entirely clearcut and the Internal Revenue Service may well cite all four principles if it is attempting to recharacterise a transaction for tax purposes. The economic substance judicial doctrine is probably the most important, and it is certainly the first to have been codified in any form. In 2010, section 7701(o) was added to the Internal Revenue Code. This states that if the economic substance doctrine is relevant to a transaction, that transaction is to be treated as having economic substance only if, ignoring tax, it changes in a meaningful way the taxpayer s economic position and the taxpayer has a substantial purpose for entering into the transaction. But the codification is not complete, as the provision goes on to say that determining whether the doctrine is relevant shall be made in the same manner as if [section 7701(o)] had never been enacted. It has yet to be determined quite what this means. Canada The Canadian GAAR became effective in 1988 and appears in section 245 of the Income Tax Act. For the GAAR to operate, three requirements must be met: a tax benefit is obtained from the transaction; it is not the case that the transaction may reasonably be considered to have been arranged or undertaken primarily for bona fide purposes other than to obtain the tax benefit ; and the transaction must be shown to result in a misuse or an abuse of Canadian tax laws. Copthorne Holdings Ltd v Canada (2011) is a recent example of the application of the GAAR by the Canadian Supreme Court. Under the Canadian tax code, a payment made on redemption of shares was classified as dividend income (and so potentially subject to withholding) to the extent that it exceeded the paid-up capital in the shares. The rule at the centre of the case concerned the treatment of such capital on the amalgamation of two companies: the resulting entity would inherit the paid-up capital from both of them if they were sister companies, but not if one was a subsidiary of the other. The essential facts were as follows. The taxpayer group wanted to amalgamate two companies that were parent (A) and subsidiary (B). To avoid losing the paidup capital in B, A first transferred to its own parent company the shares in B. Six months later, A and B amalgamated. A year after that, the group entered into a series of transactions designed to avoid the effect of an unrelated change in the tax code. This culminated in the redemption of shares by a third Canadian company which, unless the GAAR applied, would benefit from the paid-up capital originally attributable to both A and B. The court held that the GAAR did indeed apply. This required a finding that the redemption was a transaction completed in contemplation of the series of transactions constituted by the transfer and amalgamation implemented a year or more previously a surprising interpretation of the words in contemplation of (but in line with an earlier case 03

4 called Trustco). The conclusion on the central issue of misuse/abuse is also surprising, given the simplicity and obviousness of the step in question (the intragroup transfer). Ireland Ireland adopted its GAAR only a year later, as section 86 Finance Act This was inspired by the Canadian model, though there are material differences. The conservative approach to the interpretation of tax legislation evident in the Duke of Westminster case appears to have survived rather longer in Ireland than in the UK. Indeed the Ramsay principle was expressly rejected by the Irish courts in a case called McGrath v McDermott (1988), on the grounds that it went beyond the proper exercise of the judicial function. Perhaps because of that, the GAAR did not come up for consideration by the Irish Supreme Court until 2011, in the shape of Revenue Commissioners v O Flynn Construction. The case concerned an Export Sales Relief Scheme established by Ireland in A company earned profits from activities which qualified under the Scheme. They were therefore not subject to corporation tax and could also be distributed taxfree. However, the company was apparently not in a position to make a distribution. It therefore entered into a complicated series of transactions which allowed an unrelated group to use the profits to frank its own dividends. The Supreme Court held, by a 3-2 majority, that this was, in the words of the critical statutory provision, a misuse of the [Scheme] or an abuse of the [Scheme] having regard to the purposes for which it was provided. The alternative view, expressed in trenchant terms, was that the profits in question derived from activities of the kind that the Scheme sought to encourage, so the result of the transactions (tax-free dividends) was consistent with the purposes for which [the Scheme] was provided. It is clear, though, that there was also a wider difference of opinion between the judges over the extent to which the traditional approach to statutory construction still held good. Australia Australia has had a GAAR in some form for nearly 100 years (and New Zealand for even longer). But the experience has not been an entirely happy one, either for taxpayers or for the Australian Tax Office. (the ATO ). Frustrated by the courts approach, the ATO has on several occasions persuaded the Government to extend the reach of the GAAR. According to an explanatory memorandum issued on one of those occasions, it was (as redrafted, in 1981) designed to catch tax avoidance measures which were blatant, artificial or contrived. But these terms do not appear in the statutory provision itself, which is very long but asks in essence whether the taxpayer has entered into a scheme with the sole or dominant purpose of obtaining a tax benefit? Yet another change is now in the offing, following a taxpayer victory in the case RCI Pty Ltd v Commissioner of Taxation (2011). The Australian Government has announced plans to redefine the concept of tax benefit so as to prevent taxpayers from arguing that, but for the scheme, they would have avoided entering into a taxable arrangement by doing nothing, deferring the arrangements indefinitely or undertaking another scheme that also avoided tax. India By contrast, India s GAAR only surfaced in August 2009, but it has already met with considerable controversy. Its implementation has for that reason been delayed a number of times and it is now supposed to come into force in In its current form, the GAAR would allow the tax authorities to assert that an arrangement is an impermissible avoidance arrangement if its main purpose is to obtain a tax benefit and it displays one of a number of characteristics. These include: (i) the creation of rights or obligations which are not normal in arm s length transactions; (ii) the abuse or misuse of tax law provisions; (iii) lack of commercial substance; or (iv) being carried out in a manner which is not usually employed for a bona fide purpose. The Indian Government is currently considering the recommendations of a Special Committee established 04

5 to review the draft GAAR and it is expected to make some aspects of the regime less stringent as a result. Jamaica Jamaica has had a GAAR since It applies if the tax authority is of the opinion that any transaction which reduces or would reduce the amount of tax payable by any person is artificial or fictitious. This test was considered by the Privy Council in early 2012, in Commissioner v Cigarette Company of Jamaica Ltd. Over the period in dispute, the Jamaican taxpayer company was a subsidiary (but not quite a whollyowned subsidiary) of Carreras Group Ltd. (Carreras is also a Jamaican company and in fact gave its name to another Privy Council decision, in 2004, in which the Ramsay principle was applied to defeat a rather transparent stamp duty saving scheme.) The taxpayer was very profitable, but paid very low dividends. Instead it transferred almost all of its profits to Carreras by way of loans that were interest-free, unsecured and recorded only as book-entries. Before the Privy Council, the sole question was whether the loans were artificial transactions. The court held that they were not: informal loans of this kind were common in group structures and the existence of very small outside shareholdings should not change the analysis. The court s explanation of its approach to the term artificial is noteworthy: [We] consider that in this context a transaction is artificial if it has, as compared with normal transactions of an ostensibly similar type, features which are abnormal and appear to be part of a plan. They are the sort of features of which a wellinformed bystander might say, This simply would not happen in the real world. As will be apparent from the discussion towards the end of this chapter, the author believes that, in light of this judgment, the term artificial would be a useful addition to the UK s proposed GAAR. Hong Kong The same fictitious or artificial test has also been part of the Hong Kong tax code for many years. But in 1986 a second GAAR was added, as section 61A of the Inland Revenue Ordinance. This follows the Australian model; so the central question is whether, having regard to specified matters, it is right to conclude that the relevant transaction was entered into for the sole or dominant purpose of enabling a person to obtain a tax benefit. Section 61A was the subject of two cases heard together by Hong Kong s Court of Final Appeal in 2007, Tai Hing Cotton Mill and Hong Kong International Terminals Ltd. Lord Hoffmann, giving the leading judgments, held that section 61A applied in both cases. In Tai Hing, it was conceded that the transaction had a proper commercial purpose. But the legislation allowed an assessment of liability as if the transaction had not been carried out, or in such other manner as the assistant commissioner considers appropriate to counteract the tax benefit which would otherwise be obtained. Lord Hoffmann concluded that the commissioner could assess the taxpayer on the hypothesis that there was a transaction which created income, but without the features which conferred the tax benefit (and noted that this was also possible under the Australian GAAR, but not New Zealand s GAAR). In determining purpose, therefore, the appropriate question is the purpose of the parties in adopting the specific terms which had the effect of conferring a tax benefit. If the question could indeed be put in that way, the taxpayer s cause was clearly lost. The critical reasoning in the second case was similar. It was possible to assess purpose by reference to features that had been inserted into a circular funding structure specifically, the introduction of a BVI member of the group as the holder of notes issued by a Hong Kong member of the group. The purpose of those features was plainly to allow the generation of net funding deductions in Hong Kong and that was a tax benefit. 05

6 France The French GAAR is based on the civil law doctrine of abuse of rights ( abus de droit ). Pursuant to Article L64 of the Tax Procedure Code, tax authorities may reconstruct a transaction that constitutes an abuse of law on the basis that: (i) the commercial steps taken meet the literal terms of a statute or decision but are motivated solely by a desire to reduce tax, or (ii) the [transaction] is fictitious. This is a high threshold frustratingly so for the French Revenue. Germany Germany s GAAR appears in section 42 of the Fiscal Code. An abuse is deemed to exist where an inappropriate legal option is selected which, in comparison with an appropriate legal option, leads to tax advantages unintended by law. But there is no abuse if the taxpayer can show material non-tax reasons for selecting the option. The Federal Fiscal Court has taken a restrictive view of the rule and in practice it rarely applies. EU The anti-avoidance principle in ECJ jurisprudence is also based on abuse of rights. The locus classicus is a VAT case, Halifax plc v Commissioners of Customs and Excise (2006). This established a two-pronged test: whether the transactions concerned resulted in the accrual of a tax advantage, the grant of which would be contrary to the purpose of [the] provisions ; and whether the essential aim of the transactions concerned was to obtain a tax advantage. It is interesting to compare this with the approach taken by the ECJ a year later when considering the UK s CFC rules in the Cadbury Schweppes case. The ECJ stated that the restriction on freedom of establishment which resulted from these rules would be justified only if its effect was to prevent conduct involving the creation of wholly artificial arrangements which do not reflect economic reality, with a view to escaping the tax normally due. Three points emerge from this survey. First, the test applied in civil law jurisdictions is narrower than the typical common law GAAR. Second, uncertainty is indeed the result of the latter approach, as witness the controversial judgments delivered most recently by the Supreme Courts of Canada (Copthorne Holdings) and Ireland (O Flynn Construction). Third, producing the perfect GAAR is a tricky business! Anarchy in the UK? The heading is inspired by a presentation given by Graham Aaronson QC in early With the zeal of the converted, Mr. Aaronson was urging on a sceptical audience the absolute necessity of a GAAR in the UK. Noting the continuing public anger directed at banks and bankers and also the outrage caused in some quarters by the supposed revelations of the parliamentary committee that had investigated HMRC s dealings with big business, he predicted that there would be rioting in the streets if a GAAR were not introduced. The Aaronson GAAR Mr. Aaronson s study group produced its report in November 2011 (the Report ). The Report concluded that a broad spectrum general anti-avoidance rule would not be beneficial for the UK tax system. But there should be a more narrowly drawn rule, to target those highly abusive contrived and artificial schemes which are widely regarded as intolerable. The Report then set out the proposed text of such a GAAR. The drafting could not be called a model of simplicity or concision, but the main elements were as follows: i. there should be an arrangement (an abnormal arrangement ) which includes abnormal features, such as tax deductions significantly greater than the true economic cost or loss; ii. those features, and the arrangement, must have achieving an advantageous tax result as one of their main purposes; and iii. it must not be the case that the arrangement can reasonably be regarded as a reasonable exercise of choices of conduct afforded by the [tax legislation]. 06

7 The Report envisaged that the GAAR would be accompanied by guidance, to be given statutory force, which could provide examples of arrangements which would or would not be caught. It also recommended the establishment of an Advisory Panel, with a majority of members from outside HMRC, which could assist with the drafting and updating of the guidance and provide a preliminary view on the application of the GAAR to any particular transaction. The Report concluded that combining these features with narrowly focused drafting for the GAAR itself would eliminate any need for a special clearance facility; this was important because Revenue concerns over the staffing and cost of such a facility had been the main reason for abandoning the idea of a GAAR in the UK when it was last mooted. As one would expect in view of its authorship, the Report makes a number of very sound points. (The study group in fact included such luminaries as Lord Hoffmann, but it is very clearly a solo effort from the leader of the group.) However, there are also some oddities. First, the SHIPS 2 scheme considered in the Mayes case is the only example cited of a transaction which had withstood a Ramsay challenge but ought to be caught by the GAAR; yet it would seem excessive to introduce such a rule merely to deal with one case, egregious though it undoubtedly was. Second, the Report notes that the UK context is very different from that which applied in other common law jurisdictions, such as Australia and Canada, when GAARs were first introduced there. It is surely right to say that the combination of Ramsay, welldeveloped disclosure rules and numerous targeted anti-avoidance rules has already done most of the work that in other countries a GAAR might do. But otherwise there is barely any discussion of the drafting approach used, and the resulting practical experience, in other jurisdictions. However the most surprising feature, for this author at least, is the double reasonableness test set out in paragraph (iii) above. This is described by the Report as the most important of the protections for responsible tax planning. Yet the draft GAAR does not contain any criteria for applying the test, or indeed any indication at all as to what would be a reasonable exercise of choices of conduct. One of the reasons for this is that the Report believes it would be fruitless to ask UK courts to consider whether an arrangement was designed to achieve a tax result which Parliament, or the legislation, did not intend. But the conflict between the general intent of tax legislation and its detailed rules is typically a primary marker for any GAAR; so if the Report is right about this, one might conclude that the whole project was doomed. The meaning of reasonable in this context is also problematic, a point which will be discussed below. The ConDoc proposal On 12 June 2012, the Government published its response to the Report. This accepted the conclusion that a GAAR should be introduced as part of the Finance Act 2013 and agreed that a broad spectrum anti-avoidance rule would not be beneficial for the UK tax system. Instead, the GAAR (now Anti Abuse, not Anti-Avoidance ) should be targeted only at artificial and abusive tax avoidance. The ConDoc also proposed drafting for the new rule. This retained a few of the central concepts in the version contained in the Report, but simplified the drafting considerably (indeed, perhaps excessively). Under this revised GAAR, there would really only be two questions: are there tax arrangements and are those arrangements abusive? The proposed answer to the first question is the following: Arrangements are tax arrangements if, having regard to all the circumstances, it would be reasonable to conclude that the obtaining of a tax advantage was the main purpose, or one of the main purposes, of the arrangements. As to the second, the arrangements will be abusive if: they are arrangements the entering into or carrying out of which cannot reasonably be regarded as a reasonable course of action. 07

8 There is then a non-exhaustive list of circumstances to which regard should be had, including the principles and policy objectives behind the relevant tax provisions, the substantive results of the arrangements, any other arrangements of which the arrangements form part and any shortcomings in [the relevant tax provisions] that the arrangements are intended to exploit. If a GAAR dispute is litigated, the ConDoc envisages that the court will be required to take into account HMRC s guidance and any opinion on the arrangements given by the Advisory Panel, and that the court may take into account other non-statutory material that was in the public domain when the arrangements were entered into, as well as evidence of established practice at that time. The ConDoc version is certainly easier to follow. However, the result seems to the author to be even more vague and subjective than the version in the Report. The first concern relates to the definition of tax arrangements. Any standard tax relief or other tax benefit will be a tax advantage, and arrangements is defined to include a single transaction. So the test will be satisfied even where the arrangements have a significant commercial purpose, or indeed where the feature which is partly tax-motivated is merely a small part of overwhelming commercial arrangements. Moreover, the transaction need not actually be tax motivated at all; it is sufficient if it would be reasonable to conclude that this is the case. The double reasonableness test is equally problematic. The draftsman is happy to give the principles and policy behind the relevant legislation a central role (sensibly, in the author s view). But it is even more obvious that there is a hole at the heart of the test. Returning briefly to the heading just above, The Aaronson GAAR, one might say that introducing an overriding tax rule with so little legal content would, in a technical sense, be more anarchic than the status quo. In order to apply this central test, one ought to be able to identify the (or a) reasonable course of action. In a UK context, the phrase brings to mind the administrative law concept of Wednesbury unreasonableness. But that is applied where there is a statutory authority which has specific powers and purposes and a duty to act fairly. It is not clear what equivalent obligations are owed by a taxpayer, other than to comply with the law. It may be that the reasonable course of conduct is to be determined on moral grounds. If morality really is meant to be the yardstick, the legislation should make this clear. Other ideas canvassed by the Report are also endorsed in the ConDoc. There should be an Advisory Panel, though the difficult question of selecting its members does not receive a full answer. And there should be extensive guidance, but not on a statutory footing. One departure from the Report is both noteworthy and regrettable. The ConDoc contemplates that the GAAR should be able to override the provisions of any of the UK s double tax treaties. It seems axiomatic to this author that the UK should comply with its treaty obligations, though it is true that some other countries moved away from this principle some time ago. It will be interesting to see the outcome of a case that has gone to Germany s Constitutional Court, asking for a ruling on the treaty overrides that Germany has for many years operated. A better GAAR? HMRC is currently considering submissions made in response to the ConDoc and is expected to publish a final draft of the GAAR in December In the author s view, two changes could be made which, without altering the structure of the GAAR, would significantly reduce the uncertainty and subjectivity and also help towards the goal of a narrowly focused rule. Taking the second point first: there should be tax arrangements only if obtaining a tax advantage is the main purpose of the arrangements, not merely where it is one of the main purposes. There is no doubt that the formulation one of the main purposes would put the UK at the wrong end of the international spectrum. The second change is inspired by the ConDoc itself. This says on many occasions that the GAAR should 08

9 only catch artificial and abusive arrangements. Why not incorporate that test in the legislation? Abuse is, for good reason, the central concept in many other GAARs, both from the civil law and the common law traditions; there is no reason to think that a UK court would find it difficult to apply. As for artificial, Cigarette Company of Jamaica Ltd (see above) shows that the UK judiciary can sensibly be asked to apply such a criterion; indeed it is notable that artificial is the word most often used by the UK s courts to characterise transactions which they strike down on Ramsay grounds. The GAAR would then have these three elements: the arrangements must be primarily tax-motivated; they should be seeking a result which is obviously at odds with the wider legislative intent; and they must be contrived such as would not happen in the real world. The factors to be considered when determining whether arrangements were artificial and abusive could be very much the same as are currently attached to the double reasonableness test. But that test, if retained at all, would have a much more limited remit. It would save arrangements which could be described as artificial and abusive but were nonetheless justified because of their commercial context, or which were in line with established practice and so implicitly accepted by HMRC. It will be very interesting to see what emerges from the consultation. But one thing seems all but certain: a UK GAAR is on the way. This article appeared in the 2013 edition of The International Comparative Legal Guide to: Corporate Tax; published by Global Legal Group Ltd, London. Slaughter and May 2012 This material is for general information only and is not intended to provide legal advice. For further information, please speak to your usual Slaughter and May contact. zma38.indd1112