The Netherlands

Briefings in English - 2009

This guide provides a high-level outline of the tax treatment in relation to convertible bonds for issuers and investors in some of the key jurisdictions in which we practise tax. Among the points considered are the tax treatment of interest payments and the tax consequences of a conversion of the bond into shares or a cash redemption or settlement. Where relevant, we have included a summary of the expected accounting treatment under applicable local generally accepted accounting principles (GAAP), to facilitate the understanding of the tax treatment. (September 2009)

Class actions and third party funding have continued to be very topical over the last year, both at national and European levels. We therefore thought it would be helpful to provide an update to our previous publications on these subjects:

• Class actions and third party funding of litigation: an analysis across Europe, June 2007
and
• Recent developments in class actions and third party funding of litigation: a rapidly evolving landscape, February 2008.

Providing financial support to related parties that are in financial distress may be in the interest of the group as a whole, but is not necessarily in the direct interest of the individual group company providing such support. This client briefing discusses that issue from a Dutch corporate law and tax law perspective, including the potential consequences if there is a material difference between the financial risks assumed by the Dutch company and the benefits of entering into such a transaction.

This briefing discusses the Netherlands tax aspects affecting financially distressed and insolvent corporate taxpayers, (secondary) tax liabilities and preferential rights in relation to tax claims, including how third parties can be affected by seizure of assets located at the premises of the distressed taxpayer. It also notes the tax consequences for Netherlands creditors of a debtor that is unable to pay and for Netherlands shareholders holding shares in a subsidiary that is liquidated. (May 2009)

This briefing sets out the key Netherlands tax issues in respect of business restructurings in the downturn. In summary, business restructurings normally take the form of asset or share transactions. The transfer of a business, a merger or a demerger may be eligible for relief, but to decide whether requesting this relief will be attractive companies need to take into account other tax consequences. Loss set-off possibilities may for example become more complicated. The transfer of a business in exchange for other (debt) instruments is not eligible for special relief treatment; this is considered a sale. Furthermore, restructurings in cases where a fiscal unity exists, debt remains outstanding or a subsidiary is liquidated may have additional tax consequences. (May 2009)

This briefing sets out the key Netherlands corporate income tax issues in respect of debt restructurings. In summary, debtors may be faced with material tax consequences if third party debt is guaranteed by a related party, if the principal amount of the existing debt is reduced or if the debtor (or a member of the same fiscal unity) buys back its own debt at a discount. A debt-for-equity exchange can be structured so as to avoid an immediate recognition of profit for the debtor, but may lead to future claw-back of devaluation losses taken by the creditor. (March 2009)

This guide covers the main aspects of investing in commercial real estate in Austria, Belgium, England and Wales, France, Germany, Italy, the Netherlands and Spain. It summarises types of ownership and property rights, the acquisition process, legislative controls on the use and development of land and taxes and other costs involved in acquiring real estate. It is neither an exhaustive summary nor a detailed analysis of propertyrelated legislation and therefore cannot replace detailed advice from qualified legal counsel on specific cases or transactions. (March 2009)

This briefing summarises the typical tax subjects arising in downturn planning: avoiding unnecessary cash-outs in the form of tax payments, reducing taxable profits for tax year 2009 in combination with the carry-over of tax losses to other years, how to avoid losing deferred tax assets, what secondary liability risks may arise if counterparties are unable to pay their tax debts, tax aspects involved in restructurings and some possible legislative changes triggered by the financial crises. (March 2009)

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