TAX-EFFICIENT
PRIVATE FUND
STRUCTURING
A practitioners guide for the UK and Europe
Edited by
Jenny Wheater, Duane Morris LLP
Published in September 2013 by
PEI
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2013 PEI
ISBN 978-1-908-783-25-7
eISBN 978-1-908-783-44-8
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PEI editor: Wanching Leong
Production editor: Julie Foster
Printed in the UK by: Hobbs the Printers (www.hobbs.uk.com)
About the editor
Jennifer (Jenny) Wheater is a partner in the tax practice at Duane Morris LLP where she works in the London office.
Jenny focuses on the tax aspects of a wide range of issues and maintains a broad practice so as to offer a more complete and rounded service to clients. She has significant experience in structuring various forms of investment funds, including the tax implications of holding companies and the requirements of successfully establishing and running these entities to ensure tax goals are achieved. Jenny has also advised carried interest holders on optimal structures through which to hold their carry and has devised tax-efficient ways of conducting fund deals. In the secondaries sphere, Jenny has considered options in relation to possible UK stamp duty issues on secondary transactions.
Jenny also advises extensively on value-added tax (VAT) issues, both in relation to fund structures and in a wider context, sometimes involving specific areas impacting international clients such as electronically supplied services.
Jenny has considerable breadth of knowledge on tax issues pertaining to employment. She frequently assists clients in applying the UKs employment related securities regime, which impacts carried interest holders in funds, as well as many others. Jenny has recently developed a special interest in internationally mobile executives and how their situations can be managed so as to minimise tax for both employer and employee.
In addition to a UK bachelors degree in law from Durham University, Jenny has a master of laws in US taxation from Georgetown University and is admitted to practice in both England and Wales, as well as in New York. Noted in Chambers Global as a dualqualified lawyer, Jenny is particularly familiar with UK/US cross-border tax issues and regularly advises clients on such matters, including the establishment of UK operations, the application of the UK/US double tax treaty and, recently, in the area of the Foreign Account Tax Compliance Act (FATCA) and its related intergovernmental agreement with the UK.
Jenny is a member of the British Venture Capital Association (BVCA) Tax Committee and is a frequent speaker and writer on UK tax issues. She was a speaker at the 2012 BVCA Tax Legal and Regulatory Summit on FATCA and spoke on the topic of fund structuring issues at the Lexis-Nexis Private Equity Transactions & Tax Conference in May 2013. Jenny sits on the editorial board of Business Law International, an IBA publication. In this capacity, she has authored several articles, including an update on the potential impact of FATCA on the fund industry in 2012.
Author biographies
Christophe Baert is a Paris-based senior associate in the private equity department of Proskauers Paris office and a member of the private investment funds group at Proskauer LLP.
Christophe has over 12 years of experience as a legal adviser to the private equity industry advising private equity fund managers, institutional investors and founders of portfolio companies. Double-skilled on fund formation and private equity transactions, Christophes practice covers a broad range of issues including fund formation and all associated matters (structuring French management companies, fund investments, carried interest, co-investment arrangements, etc.), as well as venture capital, capital growth transactions and secondary transactions.
Christophe has a DJCE and a DEA de droit priv from the University of Poitiers. He is admitted to the bar in France.
Raphal Bra is a partner in the tax department at SJ Berwin LLP in Paris. His expertise is focused on tax matters, in particular on investment fund structures, both French and foreign (FCPR, partnership, SICAR, FIS, SAS) for various assets (private equity, real estate funds, infrastructure funds). In this context, he also assists funds on how to implement investment schemes or incentive plans for their management teams.
He is also involved in the tax structuring of numerous acquisitions of companies, leveraged buyouts, real estate investments, restructurings and refinancings for investment funds and industrial groups. Additionally, Raphal has extensive experience in tax litigation and tax audits.
Raphal began his career at Cleary Gottlieb Steen & Hamilton (20022007) in New York, and then joined the tax department of SJ Berwin, Paris in May 2007. He became a partner in May 2011.
Raphal is a graduate of the University Paris II Panthon Assas (DESS-DJCE in Business Law, 2000) and of Harvard Law School (LLM and International Tax Program Certificate, 2002). He also holds a degree from the Institut dEtudes Politiques of Paris (Public Affairs, 1997).
Raphal has been a member of the New York Bar and of the Paris Bar since 2003. His native language is French and he is fluent in English.
Michiel Beudeker is a tax adviser and a member of the international tax practice group at Loyens & Loeff in Amsterdam, the Netherlands. He advises multinationals, banks and private equity funds on inter alia international financing transactions, corporate restructurings, fund formations, holding and financing structures and transfer pricing. He also focuses on transactions between the Netherlands and Belarus, Estonia, Latvia and Lithuania. Further, Michiel is a member of the corporate restructuring & insolvency team.
Michiel is a member of the International Fiscal Association (IFA) and of the Dutch Association of Tax Advisers (NOB) and he frequently lectures and publishes on various taxation matters. Michiel worked in the London office from 2008 through 2011.
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