091120_Bauchli_TaxManagement

Barbara Brauchli Rohrer

Tax management as part of financialcorporate management

(Theory)


Partner Tax & Legal

PricewaterhouseCoopers AG, Zürich

INDEX OF CONTENTS


CONTENTS

1 INTRODUCTION „TAX AND CORPORATE FINANCE“ - 3 -

1.1 IMPORTANCE OF TAX MANAGEMENT IN CORPORATE MANAGEMENT - 3 -

1.2 CORRELATION TAX RATE – ENTERPRISE VALUE - 3 -

1.2.1 Tax as Value Driver - 4 -

1.3 OBJECTIVES OF TAX MANAGEMENT - 5 -

1.4 IMPORTANCE OF TAX MANAGEMENT FOR CORPORATE PHILOSOPHY - 5 -

1.5 TAX MANAGEMENT PLANNING AREAS - 6 -

1.5.1 Considerations on structural planning - 6 -

1.5.2 Planning business activities - 6 -

2 STRATEGIC TAX PLANNING - 7 -

2.1 PRINCIPLES OF TAX PLANNING - 7 -

2.1.1 Definition and objective of international tax Planning - 7 -

2.1.1.1 Definition of international tax planning - 7 -

2.1.1.2 Generally valid principles? - 7 -

2.1.1.3 Objectives of international tax planning - 7 -

2.1.1.4 Individual aspects of international tax planning - 8 -

2.1.2 Tax Planning in respect of the group structure (organisation planning) - 8 -

2.1.2.1 Tax planning in Switzerland - 8 -

2.1.2.2 Structural planning abroad - 9 -

2.1.2.2.1 Structural planning in high tax countries - 9 -

2.1.2.2.2 Use of third party countries for structure - 10 -

2.1.2.2.3 Country and regional holding - 10 -

2.1.3 Tax Planning Concerning Conditions for the Exchange of Contributions

(Process Planning) - 11 -

2.1.3.1 General comments on transfer pricing design - 11 -

2.1.3.1.1 Principles - 11 -

2.1.3.1.2 Methods of price determination according to OECD reports - 11 -

2.1.3.1.3 Relationship between legal structure – structure of the exchange of contributions - 12 -

2.1.3.2 Group transfer pricing policy matters worthy of note - 12 -

2.1.3.2.1 Movement of goods - 12 -

2.1.3.2.2 Financing - 12 -

2.1.3.2.3 Intellectual property rights - 13 -

2.1.3.2.4 Group services; group management costs - 13 -

2.1.3.2.5 Which services are chargeable, which not? - 13 -

2.1.3.2.6 By which company should group services be rendered? - 14 -

2.1.3.2.7 Treatment of permanent establishments - 14 -

INDEX OF CONTENTS


2.1.4 Low tax countries and Offshore coutries - 14 -

2.1.4.1 Definition and types - 14 -

2.1.4.1.1 Definition - 14 -

2.1.4.1.2 Types - 15 -

2.1.4.2 Objectives of using low tax countries for companies with international operations - 15 -

2.1.4.3 Legitimate uses / functions / tasks of group companies in low tax countries - 15 -

2.1.4.3.1 Uses in general - 15 -

2.1.4.3.2 Uses/functions/tasks in detail - 16 -

2.1.4.4 Criteria for choice of location for a group company in a low tax country - 16 -

2.1.4.4.1 General - 16 -

2.1.4.4.2 Main tax criteria affecting choice of location - 17 -

2.1.4.4.3 Main non-tax criteria affecting choice of location - 17 -

2.1.4.5 Countermeasures of the countries involved - 17 -

2.1.4.5.1 General - 17 -

2.1.4.5.2 Countermeasures of selected countries of residence of top group companies - 18 -

2.1.4.6 Possibilities of using low tax countries and offshore countries by Swiss business groups - 19 -

2.1.4.6.1 General - 19 -

2.1.4.6.2 Possibilities and plausibility - 19 -

2.1.4.7 Countermeasures of the Swiss tax authorities - 20 -

2.1.4.7.1 Permanent establishments or domicile fiction - 20 -

2.1.4.7.2 Tax evasion - 20 -

2.1.4.7.3 Non-recognition of expense - 20 -

2.1.4.7.4 Ignoring intermediate company (see through) - 20 -

2.1.4.7.5 Withholding tax - 20 -

2.1.4.8 Commissionaire structures as opportunity for improving value creation and exploiting

tax advantages - 21 -

2.1.4.8.1 The commissionaire structure - 21 -

2.1.4.8.2 Market conform control - 21 -

2.1.4.8.3 Value creation by coordination and monitoring - 21 -

2.1.4.8.4 Privileged tax status - 22 -

3 LITERATURE (CONSULTED AND FOR FURTHER READING) - 23 -

4 TAX LINKS - 26 -

4.1 MOST IMPORTANT LINKS FOR CURRENT ARTICLES - 26 -

4.2 IMPORTANT LINKS TO TAX AUTHORITIES - 26 -

4.3 IMPORTANT LINKS FOR LEGAL TEXTS - 26 -

INTRODUCTION TAX AND CORPO-

RATE FINANCE

Barbara Brauchli Rohrer - 3 -

1 INTRODUCTION „TAX AND CORPORATE FINANCE“

1.1 IMPORTANCE OF TAX MANAGEMENT IN CORPORATE MANAGE-MENT

Taxes and tax management have become increasingly important both from a microeconomic and a macro-economic aspect. Firstly as a result of a growing public spending ratio, escalating government social securityexpenditure and finally of a rather unfortunate budgetary policy. Secondly corporate competition is conti-nually accentuated in view of the ever changing general conditions (internationalisation, globalisation, newinformation technologies).

In addition the intensified global location competition and current and expected national and international taxharmonisation – in order to reduce tax competition among states, intra-state regions (such as cantons or fed-eral 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 toprevail in the future. Corporate policy and internal tax policy must in future grasp the challenge and increas-ingly 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 manage-ment lies in increasing the enterprise value. This is directly dependent on the amount of the expected futurefree cash-flow2. The effect taxes have on this value increase is demonstrated by the calculation of the enter-prise 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 intoconsideration, both the free cash-flow after tax (FCFt) and a tax adjusted cost of capital (WACCs) are as-sumed.

The enterprise value is calculated as the sum of the present values of the free cash-flows after tax (Entity Ap-proach):

(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 cash-flows after taxes. A secondary effect is given by the tax adjustment of the cost of capital. This takes intoaccount not only the ratio of the capital costs of equity and debt, but also the impact on the debt and debtinterest as so-called „Tax Shield“3.

1 Cp. VOLKART, pp. 13ff.2 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.3 Tax effect of the debt interest.

Aggregate valueof the company

=FCFt

(1 + WACCs)t


RATE FINANCE


The value of the equity, which is central to the Shareholder Value concept, is the result of the aggregate valueless 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 incometaxes, play in determining the enterprise value becomes clear. But not only the amount of the operating cash-flow 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 listtherefore taxes represent a real value driver, which by implementing a properly designed planning can con-tribute optimally to increasing the enterprise value or shareholder value.

The impact, which tax planning can have on a company’s profit, can be seen from the following simple ex-ample:

4 RAPPAPORT, pp. 55f.


RATE FINANCE


Prior to tax planning:

Revenues 250 Mio.

EBT 12.5 Mio. (5% of revenues)

Taxes (4.0 Mio.) 32%

NOPAT 8.5 Mio.

After tax planning Without tax planning

Revenues 250 Mio. Revenues 294 Mio.

EBT 12.5 Mio. EBT 14.7 Mio.

Taxes (2.5 Mio.) 20% Taxes (4.7 Mio.) 32%

NOPAT 10.0 Mio. NOPAT 10.0 Mio.

NOPAT + 1.5 Mio. NOPAT + 1.5 Mio.

Tax burden - 12% Revenues + 44 Mio. (17.6%)

In the above example, by implementing appropriate tax planning, a profit increase is achieved, which in thecomparison (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 significantcontribution to the company’s success and support value oriented corporate management. This can beachieved only, if the component (value driver) taxes is managed pro-actively. The aim is to determine agroup tax rate that is as optimal as possible and to plan, realise and finally to maintain in the long term allmeasures necessary to achieve this target. The latter entails, as already mentioned, increased efforts, becauseit is becoming ever more difficult to recognise scope for tax creativity and at the same time to retain room forflexibility.

In addition to planning tax costs in individual locations (countries, regions e.g. cantons) and the group’soverall tax burden, ultimately the tax burden of every single shareholder must be optimised.

1.4 IMPORTANCE OF TAX MANAGEMENT FOR CORPORATEPHILOSOPHY

In the context of corporate activity rather little significance continues to be attached to tax planning, althoughit is one, even if not the most important, component of strategic corporate planning.

Tax planning means in this sense optimising, not eliminating, taxes. A company’s tax structure must be sys-tematic and consistent in itself. Of crucial significance for success is that the tax structures are kept as simpleas possible and are understood right up to the front line.


RATE FINANCE


1.5 TAX MANAGEMENT PLANNING AREAS

Modern tax planning covers primarily the areas of corporate structure and business activities. In addition as arule the component employee profit participation is also included in corporate tax planning, but this topic willhere not be treated further.

1.5.1 CONSIDERATIONS ON STRUCTURAL PLANNING

Structural planning deals with questions of a company’s locations and legal forms at home and abroad, inhigh 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 mat-ters, considerations for dealing with group-wide services, intellectual property rights and value added tax.

STRATEGIC TAX PLANNING


2 STRATEGIC TAX PLANNING

2.1 PRINCIPLES OF TAX PLANNING

2.1.1 DEFINITION AND OBJECTIVE OF INTERNATIONAL TAX PLANNING

2.1.1.1 Definition of international tax planning

International tax planning means structuring and continually adapting the various legal and businessrelationships within a group from the aspect of domestic and cross-border tax consequences for the individualgroup 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 withingroup management and its basic alignment.

Tax planning must obviously not be a task, which is detached from the group’s strategic and operatingobjectives.

Tax planning is a group management task, which is embedded in the entire industrial and financial cor-porate activity.

Tax planning must result in consistent, systematic corporate structures and processes, which are justifiable intheir totality. A patchwork related to individual cases is dangerous, because it cannot be defended againstattacks 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 struc-tured under tax aspects, that:

a) the tax cost of the business activity in the individual countries is realised at a pre-defined level. This re-quires e.g. careful planning of business activities in high tax countries.

b) the group’s overall tax costs remain in the range aimed for. This means e.g. avoiding losses that cannotbe consolidated for tax purposes.

c) the tax costs are in principle optimised up to the ultimate shareholder. This is also valid for public com-panies. It can e.g. mean: stapled stock with offshore company; stock exchange listing of a sub-group in asource tax friendlier country (Euro-Equity).

d) tax flexibility is not compromised. Tax planning is an unending task. The group organisation and thedesign of the business activities must continually be reviewed from a tax viewpoint and adapted in theirform to changing conditions. These adaptations should not be complicated or became impossible by thefact 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 grouplevel. Political, market based, legal and corporate philosophical considerations can lead to decisions dif-ferent 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 intoaccount from the outset. Tax planning "after the facts" is unsatisfactory.



Tax planning must result in tax optimal, not tax minimal structures. Tax planning in the group is as arule long term. In the long run tax optimal structures are better than tax minimal structures, because apositive 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 ten-dency to be ignored.

Tax planning in the area of financial corporate management can be more complex, because as a rule afew technical specialists are involved.

2.1.1.4 Individual aspects of international tax planning

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), inter-company and external

2.1.2 TAX PLANNING IN RESPECT OF THE GROUP STRUCTURE (ORGANISATIONPLANNING)

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 justas “right” as the one abroad. Tax planning may not result in minimizing income abroad only to be exposed toan 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).

5 Art. 70 Para. 1 and 4 DBG.



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 inter-company 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?

2.1.2.2 Structural planning abroad

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 re-quires a presence in the relevant country. However regional concentrations may make business sense and beinteresting from a tax viewpoint, e.g. the location Hong Kong for business activity in the surrounding coun-tries.

In relation to structure, questions of the intensity of business presence in a relevant country are posed. Inincreasing 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 link-age 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 interpositionof an operating subsidiary company as distributor can easily shift half of the total profit to the subsidiary’scountry for tax purposes.

For DTT countries the arrangement using an independent representative without power of contract is an op-timal solution for reducing taxes in the subsidiary’s country despite business presence. But in certain circum-stances 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 thecountry.

Therefore one would ideally try to set up a structure without own local presence. As soon as that is no longerpossible, the presence must be kept lean for tax purposes, e.g. by means of a commission agency, permanentestablishment 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 operatingimportance of the company in the group is not all too great. It should not be entrusted also with regionalresponsibility, central purchasing, etc., which on the one hand transfers additional profits to the country andon the other complicates group charges and makes credits in the “wrong” direction necessary.



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 partycountries 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 soldlater. Profits on sale are tax-exempt in the NL (in Switzerland possibly6 Direct Federal Tax of 8.5%) andSwiss securities transfer tax is also avoided.

Separate companies for charging inter-company services (royalty exploitation, financing, central pur-chasing, insurance) can be located in offshore countries. DTT questions can be solved by the use of aninterposed company in a DTT state (so-called „treaty shopping“7). As an example: Belgium for financ-ing8; Bermudas for insurance; NL – Antilles for royalties.

2.1.2.2.3 Country and regional holding

A country holding is recommended in various countries, because there is an opportunity to consolidate fortax 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 prof-its 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 legisla-tion grant tax privileges to cross-border investments. Possible are low or non-taxation of dividends, interestand 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 impor-tance. With an EU holding, which holds the investments in companies in EU states (and also in several EFTAstates), dividends can flow to Switzerland tax free („directive shopping“). In addition reorganisations are taxfree 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 ofbenefiting from the Parent–Subsidiary 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 andthe EU member states. Requirements are an interest of at least 25 per cent and a holding period of at least 2years. However the requirement for Swiss companies with a minimum interest of 25 per cent does not corre-

6 Profits from investments, which pursuant to Art. 70 Para. 4 DBG do not qualify for the investment deduction.7 However some countries have issued Anti-Treaty-Shopping Regulations (cp. Chapter 2.1.4.5).8 For example by means of Belgian coordination centres. This status was abolished at December 2002. However for existing coordi-

nation centres, which received their status prior to 31.12.00, a 10-year transition period applies (10 years from the date of the exist-ing ruling). As an alternative, on 1.1.2006 Belgium introduced a ‚notional interest deduction’ system, which has a significant impacton the taxable income of Belgian companies and foreign branches in Belgium, in particular it continues to be attractive for inter-

company financing.



spond with the EU Parent-Subsidiary Directive. For EU member states since 1 January 2007 an interest of 15per 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 incorpo-rate a ‚European limited company’ (Societas Europaea). The first supranational corporate form in theworld10 is intended above all to provide simplifications in the area of cross-border mergers. The uniform le-gal form also provides additional advantages in the area of tax planning, management, legal certainty andcost savings.

2.1.3 TAX PLANNING CONCERNING CONDITIONS FOR THE EXCHANGE OF CONTRIBU-TIONS (PROCESS PLANNING)

This concerns tax planning in all areas of inter-company transfer prices. As already mentioned, both the de-sign of a consistent transfer pricing policy in all areas of inter-company transfer of contributions andquestions of a structural nature (contracting party for the provision of services and its location) are important.

2.1.3.1 General comments on transfer pricing design

2.1.3.1.1 Principles

Art. 9 of the OECD Model Tax Convention demands the at arm’s length principle for the exchange of contri-butions in a group. To specify this principle in greater detail the OECD’s tax commission has prepared thefollowing 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 rulesnow 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

Comparable Uncontrolled Price Method (Preisvergleichsmethode)

Comparison with comparable prices

At least one price of an unrelated company

Resale Price Method (Wiederverkaufspreismethode)

Resale price to third party./. Appropriate margin= Transfer price at arm’s length

Margin must consider: risks, functions, assets, financing costs, etc.

9 By means of possible more favourable provisions in the existing and future double taxation treaties, the prescribed minimum in-vestment interest of 25% for Swiss enterprises can be lowered.

10 MÄSCH /FOUNTOULAKIS, p. 50.



Cost Plus Method (Kostenaufschlagsmethode)

Acquisition/production costs+ Profit mark-up= Appropriate selling price

Profit split

Transaction related Net Margin Method (TNMM)

2.1.3.1.3 Relationship between legal structure – structure of the exchange of contributions

The legal structure and the structure for the exchange of contributions within the group coincide only in veryfew cases. Frequently levels of the company structure are „leapfrogged“ or the contributions are exchangedbetween from an ownership aspect parallel companies (fellow subsidiaries).

Additional problems arise, if the contributions are not provided in the parent-subsidiary relationship (and viceversa) 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 congruentwith the corporate structure than structures constructed on country holding companies.

2.1.3.2 Group transfer pricing policy matters worthy of note

2.1.3.2.1 Movement of goods

In the vertically integrated group the question arises how an overall profit is to be attributed to the variouslevels. This depends heavily on the individual circumstances. If e.g. production is carried out in own compa-nies 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 thegoods on a contract manufacturing basis. Remuneration is on a cost plus basis. The mark-up can be mini-mised 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 capi-talisation) depends on various factors. In any event the maximum permissible debt financing is not alwaysthe best solution.

Problem areas:

Debt – equity ratio

Interest rates (for Switzerland cp. the Federal Tax Administration’s 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 alsoresult 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 asmuch equity as possible and as little debt as possible (ideally: none).



2.1.3.2.3 Intellectual property rights

Intellectual property rights should, if possible, be held centrally in direct or indirect ownership and under thedirect 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 theSwiss holding. At cantonal level extensive tax exemption can often be achieved by claiming special taxstatuses (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 froman international tax viewpoint: payments by companies that enjoy the right to use the intellectual propertyrights are mostly subject to source tax.

The use of intellectual property, including trademarks, etc., must be paid for by group companies. Possibili-ties 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 costallocation one can say that cost sharing agreements are of advantage at the beginning, but in return demand aprofit sharing when exploited. A detailed review is always necessary for the question of claiming for tax pur-poses 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 delicateand 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 companyreceiving 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 itsfunction 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 groupaccounts, 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 moresubsidiary companies;

Are rendered clearly for the benefit of one or more related companies.

Examples:

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.



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.

2.1.3.2.6 By which company should group services be rendered?

Internationally costs from a separate company can most easily be charged on. Problematic are charges fromoperating companies, which to some extent also render group services. Setting up a management or servicecompany can therefore be of advantage. In certain cases integration of the management into the holdingcompany 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 theallocation of profits to permanent establishments.11 Substantial consequences for tax planning are providedprimarily by the discussion about the „Dependent Agent Permanent Establishment“. In respect of the profitsplitting between head office and permanent establishment there is agreement that it must be split on thearm’s length principle, but in the interpretation by states there is disagreement about how far theindependence 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 betweenhead office and permanent establishment. In order to provide improved certainty on how profits should beattributed to permanent establishments the Committee of Fiscal Affairs has decided that the Report’s conclu-sions should be reflected in a new version of Article 7. For the interpretation of existing treaties based on thecurrent text of Article 7 the Committee had also prepared a draft of the revised Commentary, which was fi-nally adopted in June 2008 and already included in the 2008 update to the Model Tax Convention. Also inJune 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 togetherwith consequential changes to other parts of the OECD Model Tax Convention. It is expected that oncefinalised, the new Article will be included in the next update to the OECD Model Tax Convention, which istentatively scheduled for 2010.

2.1.4 LOW TAX COUNTRIES AND OFFSHORE COUTRIES

2.1.4.1 Definition and types

2.1.4.1.1 Definition

A low tax country is described as a country, which offers protection from high corporate taxes and/or highindividual 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 andrestrictions.

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



2.1.4.1.2 Types

Five basic types may be distinguished (overlapping possible):

a) 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, irre-spective 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 internationalbusiness activities. In some cases DTTs can be used.

Examples: Gibraltar13, Ireland, Channel Islands, Liechtenstein, Luxembourg, Netherlands,Switzerland.

e) 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 group’s overall tax charge.

Increasing entrepreneurial flexibility in the reinvestment of funds (as a rule a low tax charge means thatmore funds are available for reinvestment, for companies in heavily regulated countries, such as SouthAmerica, condition for corporate expansion).

Use of favourable DTT networks.

Location for group top company in certain cases.

2.1.4.3 Legitimate uses / functions / tasks of group companies in low tax countries

2.1.4.3.1 Uses in general

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 in2019.

13 However, as a result of the intervention and agreement with the EU, tax exempt companies enjoy the privilege only until 31 Decem-

ber 2010. Since 30 June 2006 no more exemptions have been granted.



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 orthird 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

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

2.1.4.4.1 General

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 thelow 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 taxcountry or taxed at only a low rate. On the other hand the interposition of a company in a low tax countryshould not result in the overall tax charge in the source land increasing and cancelling the tax advantage ofthe low tax country.

Example:

Royalty payments by a subsidiary company in Ireland to the parent company in Switzerland are not subject tosource tax in Ireland pursuant to the DTT. The interposition of a non-resident patent exploitation company inthe Channel Islands results in Irish source tax of 20%, because for an „Offshore company“ no DTT is appli-cable.

Depending on the business activity foreseen, the location of a group company may be in a country, whichprovides tax benefits for this specific activity, but which otherwise is a „high tax country“.



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 thecompany 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.

2.1.4.4.2 Main tax criteria affecting choice of location

a) Tax situation in state of residence of top group company, e.g. see through and/or abuse legislation forcombating use of low tax countries.

b) Taxes and duties in the low tax country:

Direct and indirect taxes

Source taxes on the distribution and passing on of profits.

c) Tax situation in the source country:

Source taxes

Residence problem

d) Effects of DTTs.

2.1.4.4.3 Main non-tax criteria affecting choice of location

a) 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) Property protection.

f) Flexible and uncomplicated corporate law including possibility of bearer shares.

g) Simple departure possible.

2.1.4.5 Countermeasures of the countries involved

2.1.4.5.1 General

As far as countermeasures are concerned a distinction must be made between those of the countries of resi-dence of the top group company, those of the source countries and those of the low tax countries, which donot 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 taxcountry is added to the income of the top group company on a current basis, i.e. irrespective of when it is



distributed and is taxed in its state of residence. The countermeasures are typically anchored in tax legisla-tion, their application is based on objectively measurable criteria and no longer on the subjective tax evasionnotion and they stretch beyond the normal tax sovereignty borders.

The source countries protect their tax substrate unilaterally, firstly by taxing certain payments at source (divi-dends, interest, royalties, leasing expenditure, leasing payments), secondly by applying the „dealing at arm’slength“ principles and the resulting transfer prices for inter-company transactions in goods, finance and ser-vices.

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 ofinterposed companies.

Examples:

General abuse practice in the Netherlands.

Swiss abuse decree 1962 (BRB 62) and 1999 (KS 99).

2.1.4.5.2 Countermeasures of selected countries of residence of top group companies

Canada

Foreign Accrual Property Income (FAPI) rules tax directly in Canada „passive“ income of group com-panies accumulated abroad.

France

Art. 57, 209B and 238A Code Générale des Impôts.

Germany

Aussensteuergesetz (Foreign Transaction Tax Act): Add on of „detrimental“ income of „low“ taxed for-eign 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 maybe an add on.

Italy

Controlled Foreign Corporation (CFC) legislation with „black list“ analogous to Great Britain. Incomeof controlled companies, which figure on the „black list“, is taxed at the date of inflow. In additionpayments by an Italian company to a foreign company, which is noted on the „black list“ are not tax de-ductible.

USA

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

Japan

Also CFC legislation with „black list“.



Russia

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

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

2.1.4.6.1 General

At this point one particular area of tax planning, namely the use of low tax countries and offshore countriesby Swiss groups, is to be illustrated more closely.

Swiss groups have traditionally performed less international tax planning, involving low tax countries andoffshore 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 additionSwiss tax law permits a liberal structuring of the assessment base. By means of the valuation, depreciationand reserve practice in Swiss tax law the profits reported for tax purposes can be reduced to a „sensible“ leveland income taxes deferred, if not finally saved. Furthermore the Swiss tax landscape already provides for lowtax locations, which can be used tax favourably e.g. as the domicile for patent exploitation companies, centralpurchasing companies, finance, factoring, cash management companies, etc.

It is not least ethical considerations, which may deter above all stock exchange listed Swiss groups fromusing 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 insuperableobstacle). 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 Bank-ers Association). In practice there is a possibility not to qualify it as a Swiss bond, if the funds are usedto 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 sub-stance.

Insurance/re-insurance

Inter-company assumption of certain sub-risks for cost reasons usual. Location of a „captiveinsurance company“ is optimised for insurance regulatory and tax reasons, as a rule no DTT protectionnecessary.

Patent exploitation, trademarks, brands

The centralisation of intellectual property rights can be advantageous for a diversity of operating rea-sons: management/administration, uniform use, protection from unauthorised use abroad, etc. The loca-tion chosen for the central patent company should, if possible, be close to the top group company. ForSwiss groups therefore a tax favourable location in Switzerland is preferable to a location abroad. Fre-quently DTT protection is necessary and therefore a location directly in a tax haven is not optimal. Itmay be possible to achieve an advantageous structure indirectly by interposing an intermediate company(NL/NL Antilles).



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 thisinto account.

Foreign holding companies for countries, regions, etc.

Foreign holding and sub-holding companies support tax optimisation in the countries or regions con-cerned and/or tax optimal repatriation of assets to Switzerland. Country holdings are inter alia advanta-geous 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 in-centives.

2.1.4.7 Countermeasures of the Swiss tax authorities

2.1.4.7.1 Permanent establishments or domicile fiction

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

2.1.4.7.2 Tax evasion

Non-recognition of foreign subsidiary or group companies because of tax evasion (cp. judgment2A.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 recog-nised 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: withholdingtax is not imposed, only if a bond is issued in foreign currency and the funds are not used to finance Swissbusiness (RB II G c 49).

In the case of activities of an offshore company, which give rise to expense in Switzerland, such as centralfinancing, factoring, group insurance, royalty payments, raw material purchases, etc., care must be taken thatthe offshore company has at its disposal the necessary substance and infrastructure plausibly to be able toperform this business. Furthermore the payments must meet the arm’s length test. The Swiss tax authoritieswill examine in detail whether the company’s effective place of business is not in Switzerland or at leastthere is not a permanent establishment here. They will possibly claim that the payments are not market con-form and not admit the payments for deduction.

In the case of activities, which e.g. temporarily accumulate profits of foreign group companies abroad and/orabove all reduce the profits of the foreign group companies, the tax authorities pay less attention. Care mustnonetheless be taken that such offshore companies are not regarded as resident for tax purposes in Switzer-land following the domicile fiction or the tax evasion concept.



2.1.4.8 Commissionaire structures as opportunity for improving value creation and exploiting taxadvantages

Most business groups have grown organically and the distribution of tasks among group companies has de-veloped historically. The administrative tasks of the individual companies generally increase as the groupgrows. Over time duplications of effort and even inefficiencies arise. The distribution of functions among thegroup companies and the related risks and administrative tasks must therefore from time to time be criticallyreviewed and, if necessary, trimmed down or re-distributed.

One improvement possibility lies in greater centralisation and coordination. On the one hand this simplifiesthe management of the group companies, on the other multiple costs can be avoided. In order to realise thecentralisation, a Business Control Centre or even a commissionaire structure is introduced. In principle thetwo structures do not differ substantially; the commissionaire structure merely goes a step further in sales: theclassical sales companies with all the risks and functions are replaced by commissionaires. Frequently anown sales organisation already exists in those countries, which are important for the group. These sales com-panies can in the future operate as commissionaires, whereby their function is re-defined. In line with thetasks the risks are also re-distributed. In order to understand the distribution of the tasks and risks, one mustvisualise the fundamental principle of a commissionaire structure. A commissionaire structure is often com-bined 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 beingsold, and the commissionaire (agent), who in the eyes of the customers acts as seller of the goods. Frequentlythe commissioner is also referred to as the principal. The particularity of the commission relationship is thatthe commissionaire sells the goods in his own name, but for account of the principal. The customer as recipi-ent of the goods is not affected by this fact.

The customer concludes the sales contract with the commissionaire. The commissionaire has in turn con-cluded a contract with the principal, which governs the rights and obligations of the commissionaire and ofthe principal. In particular the commission, the compensation for the commissionaire’s effort, is laid down, asa 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 developmentrisk 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 arule the Business Control Center or the principal, which functions also as the commissioner in the commis-sionaire structure. The risk distribution between the contract manufacturer and the customer varies. The ad-vantage is that the principal can control centrally the production of the various production companies in linewith market needs. It determines where and when and in what quantity and quality for which market is pro-duced. The principal always acts in the overall interest of the group, while the production companies in thefirst 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 riskswith the principal. It undertakes the central monitoring and functions as the balancing pole in the value crea-tion 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 administrativeprocesses are simpler and the commissionaires can concentrate on their core function, namely selling. Theirfuture results improve in particular as a result of higher revenue and efficient cost management. The cus-tomer‘s business partner continues to be a local company, which is important for market presence.



2.1.4.8.4 Privileged tax status

The structure has in addition tax advantages, particularly in determining transfer prices. There is no longer aninter-company sale of goods, but the principal sells the goods, which may be produced by a contract manu-facturer, directly to the customer. Furthermore the principal can be situated in a tax favourable location. Inpractice 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 prin-cipal, because it remains owner of the goods until they are sold. If for example a Swiss principal servesseveral countries, the Swiss source revenues represent only a small part of the total revenues, while the shareof the revenues from foreign sources in most cases predominates. It is therefore frequently possible to obtaina privileged tax status at cantonal and communal tax level (mixed company) and so to reduce the tax chargeto about 9 to 11%. As a result of the fact that many functions and risks are concentrated in the principal, itsshare of the profit in the value creation chain is correspondingly high. Therefore a considerable portion of agroup’s profits are taxed at relatively low rates. The profit remaining locally for the commissionaire or con-tract manufacturer falls as a result of the new function and risk distribution. These companies are, as a resultof determining the amount of the commission or of the production mark up, therefore left with a profit andtherefore a reduced, but constant tax base.

LITERATURVERZEICHNIS


3 LITERATURE (CONSULTED AND FOR FURTHER READING)

ABKOMMEN zwischen der Schweizerischen Eidgenossenschaft und der Europäischen Gemeinschaft über Re-gelungen, die den in der Richtlinie 2003/48/EG des Rates im Bereich der Besteuerung von Zinserträgen fest-gelegten Regelungen gleichwertig sind, SR 0.642.026.81; AS 2005 2571, (ZBstA).

ALTORFER JÜRG, Kauf und Verkauf von Kapitalunternehmungen im Steuerrecht, Bern/ Stuttgart/Wien 1994.

ARNOLD RETO, Gesetzliche Regelung der indirekten Teilliquidation – Ende gut, Alles gut?, in: Steuerrevue2007, S. 78-92.

BOEMLE MAX, Unternehmungsfinanzierung, 13. A., Zürich 2002.

BRAUCHLI BARBARA/BUSSMANN SAMUEL, Indirekte Teilliquidation – kehrt nun Ruhe ein?, in: Der Schwei-zer Treuhänder, 10/2007, S. 775-780.

BRAUCHLI BARBARA/BUSSMANN SAMUEL/MARBACH MATTHIAS, Verkauf von Beteiligungsrechten aus demPrivat- in das Geschäftsvermögen eines Dritten (indirekte Teilliquidation). Ausgewählte Fragestellungen zumKreisschreiben Nr. 14 (1.Teil), in: IFF Forum für Steuerrecht 2008/1, S. 47-64.

BRAUCHLI BARBARA/BUSSMANN SAMUEL/MARBACH MATTHIAS, Verkauf von Beteiligungsrechten aus demPrivat- in das Geschäftsvermögen eines Dritten (indirekte Teilliquidation). Ausgewählte Fragestellungen zumKreisschreiben Nr. 14 (2.Teil), in: IFF Forum für Steuerrecht 2008/2, S. 92-109.

BRÜLISAUER PETER, Gewinnabgrenzung zwischen Stammhaus und Betriebsstätte im internationalen Verhält-nis, in: Der Schweizer Treuhänder 9/2005, S. 720-729.

BUNDESRATSBESCHLUSS vom 14. Dezember 1962 betreffend Massnahmen gegen die ungerechtfertigte Inan-spruchnahme von Doppelbesteuerungsabkommen des Bundes. SR 672.202.

EGON ZEHNDER INTERNATIONAL/PRICEWATERHOUSECOOPERS, Beteiligungsmodelle für Führungskräfte in

der Schweiz, Projektstudie, 1998.

ESTV (Hrsg.): - Kreisschreiben vom 17. Dezember 1998 (KS 1999) bezüglich der Anwendung der Miss-brauchsvorschriften (BRB 1962) auf aktiv tätige, börsenkotierte und Holdinggesellschaften.

- Kreisschreiben Nr. 5 (30. April 1997), Besteuerung von Mitarbeiteraktien und Mitarbeiter-optionen, 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) beiKapitalgesellschaften und Genossenschaften, Steuerperiode 1997.

- Kreisschreiben Nr. 14 (1. Juli 1981), Forderungsverzicht durch Aktionäre im Zusammen-hang mit Sanierungen von Aktiengesellschaften.

- Kreisschreiben Nr. 14 (6. November 2007), Verkauf von Beteiligungsrechten aus demPrivat- in das Geschäftsvermögen eines Dritten („indirekte Teilliquidation“).

- Merkblatt A 1995: Abschreibungen auf dem Anlagevermögen geschäftlicher Betriebe,April 2001.

- Rundschreiben: Zinssätze 2008 für 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 Dividen-denzahlungen zwischen verbundenen Kapitalgesellschaften im Verhältnis zwischen derSchweiz und den Mitgliedstaaten der Europäischen Union, 15. Juli 2005.



HELBLING ANDREAS/WETLI ROGER, Zinsbesteuerungsabkommen Schweiz-EU Art. 15 Zinsbesteuerungsab-kommen, 1. Teil in: ST 1-2/2006, S. 81-89; 2. Teil in ST 12/2006, S. 959-970.

HÖHN ERNST (HRSG.), Handbuch des Internationalen Steuerrechts der Schweiz, 2. A., Bern/Stuttgart/Wien1993.

HÖHN ERNST/MÄUSLI PETER, Interkantonales Steuerrecht, 4. A., Bern/Stuttgart/Wien 2000.

HÖHN ERNST/WALDBURGER ROBERT, Steuerrecht Bd. I, 9. A., Bern/Stuttgart/Wien 2001.

HÖHN ERNST/WALDBURGER ROBERT, Steuerrecht Bd. II, 9. A., Bern/Stuttgart/Wien 2002.

INTERKANTONALE KOMMISSION FÜR STEUERAUFKLÄRUNG (Hrsg.), Die Besteuerung der juristischen Person,Bern 1999.

KSTV (Hrsg.), Merkblatt zur Besteuerung von Mitarbeiterbeteiligungen, 28. November 1997.

KSTV (Hrsg.), Steuerliche Behandlung von Mitarbeiterbeteiligungen – Änderungen, 2002.

LOCHER PETER, Einführung in das internationale Steuerrecht der Schweiz, 3. Aufl., Bern 2005.

LÜTOLF PHILIPP/ KUNZ ROGER M. Aktienrückkäufe in der Schweiz, in: Der Schweizer Treuhänder 4/2005,S. 280-286.

MARTI ARMIN/LEDERGERBER DANIEL, Internationale Steuerplanung mit immateriellen Wirtschaftsgütern, in:Der Schweizer Treuhänder, 3/2005, S. 187-195.

MÄSCH GERALD/FOUNTOULAKIS CHRISTIANA, SOCIETAS EUROPAEA – Ein Vehikel für den SchweizerInvestor?, in: Schweizerische Zeitschrift für Wirtschaftsrecht, 2/2005, S. 49-58.

MEIER-HAYOZ ARTHUR/FORSTMOSER PETER, Schweizerisches Gesellschaftsrecht, 9. A., Bern 2004.

MEIER-SCHATZ CHRISTIAN, Das neue Fusionsgesetz, Zürich 2000.

MEIER-SCHATZ CHRISTIAN, Die Zulässigkeit 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 Treuhänder,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./SCHÖNENBERGER DANIEL, Transfer Pricing – operative Umsetzung neuer Geschäfts-strategien, in: Der Schweizer Treuhänder, 4/2005, S. 302-306.

REICH MARKUS, Verdeckte Vorteilszuwendungen zwischen verbundenen Unternehmen, ASA 54 (1985/86),S. 609.

REICH MARKUS, Der Begriff der selbständigen Erwerbstätigkeit im Bundesgesetz über die direkte Bundes-steuer, in: Problèmes actuels de droit fiscal, Mélanges en l’honneur du Professeur Raoul Oberson, hrsg. vonBLAISE KNAPP et al., Basel/Frankfurt a. M. 1995, S. 115.

REICH MARKUS, Zeitliche Bemessung in: Höhn Ernst/Athanas Peter (Hrsg.), Das neue Bundesrecht über diedirekten 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 Treuhänder, 9/91, Seiten 433ff.



RISI ANDREAS/SCHMID REMO, Besteuerung von Mitarbeiterbeteiligungen – Gesetzesentwurf im Parlament,in: IFF Forum für Steuerrecht 2005, S. 200-209.

SCHWEIZERISCHE KAMMER DER BÜCHER-, STEUER- UND TREUHANDEXPERTEN (TREUHAND-KAMMER)(Hrsg.), Schweizer Handbuch der Wirtschaftsprüfung, Bd. 1, Zürich 1998.

SCHWEIZERISCHE KAMMER DER BÜCHER-, STEUER- UND TREUHANDEXPERTEN (TREUHAND-KAMMER)(Hrsg.), Spezialnummer Fusionsgesetz, in: Der Schweizer Treuhänder, 11/2004, S. 893-1038.

THOMMEN JEAN-PAUL, Managementorientierte Betriebswirtschaftslehre, 7. überarb., erg. A., Zürich 2004.

VOLKART RUDOLF, Wertorientierte Steuerpolitik, 2. aktualisierte und überarbeitete A., Zürich 2006.

TAX LINKS


4 TAX LINKS

4.1 MOST IMPORTANT LINKS FOR CURRENT ARTICLES

Bilanz Online: http://www.bilanz.ch

Cash Online: http://www.cash.ch

Handelszeitung: http://www.handelszeitung.ch

Steuerrevue: http://www.steuerrevue.ch

Schweizer Treuhänder: 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-kuerze-lin/Seiten/li-gesetzessammlungen.aspx

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

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

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