International Tax
Pillsbury’s full spectrum international tax practice provides sophisticated, multi level advice and advocacy for domestic and foreign clients. Our services encompass advance planning (including advance rulings and other agreements with tax authorities), representation in the negotiation and drafting of agreements with any third parties involved in a transaction, and post event controversy representation in administrative and judicial proceedings.
Matters on which we regularly provide federal and state tax counsel to US-based clients include:
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Domestic and foreign tax aspects of foreign acquisitions, restructurings and dispositions (including joint ventures conducted in corporate or partnership form and transactions that are designed to be taxable or tax-free in one or more of the jurisdictions involved);
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US taxation of clients’ ongoing foreign operations, including questions relating to the various US “anti deferral” regimes like the Subpart F and passive foreign investment company provisions, the foreign tax credit provisions, intra group financing structures, and tax treaty issues (including representation in connection with competent authority proceedings);
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Public and private debt and equity securities issuances abroad, including advice on compliance with “foreign targeted” issuances and compliance with other US requirements for the issuer to withhold at a zero or reduced tax rate, advice on other issues common to domestic debt offerings that may raise withholding issues (such as tax effects of issuing debt at a discount and other changes in the terms of securities issued to or held by foreign persons), and drafting of tax indemnities and “gross-up” clauses; and
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Cross-border transactions involving derivatives or other forms of notional instruments issued separately or in connection with another instrument or a debt or equity offering.
Matters on which we regularly provide federal and state tax counsel to foreign-based clients include:
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The tax aspects of acquisitions, restructurings and dispositions (including joint ventures conducted in corporate or partnership form and transactions that are designed to be taxable or tax-free in one or more of the jurisdictions involved);
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Whether income or expenses will fall within the nexus of U.S. taxation on a net income basis (or whether income will fall within the ambit of taxation on a “withholding” basis);
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U.S. tax rules directed at foreign ownership, such as the “FIRPTA” provisions and other provisions involving investments in special entities such as real estate investment trusts, the “earnings stripping” limitations on debt financing, taxation of activities conducted through U.S. branches or partnerships (including branch profits and branch interest expense issues), and tax treaty issues;
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Passive foreign investment company questions with respect to public or private issuance of debt to U.S. investors; and
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As with U.S.-based clients, cross-border transactions involving derivatives or other forms of notional instruments issued separately or in connection with another instrument or a debt or equity offering.
For both U.S.-based and foreign-based clients, we also regularly provide counsel and representation with respect to intercompany transfer pricing matters, including advance planning and documentation requirements, advanced pricing agreements with tax authorities in the U.S. and controversies before administrative agencies and the courts.
