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Group Reorganisations

Understanding Commissionaire Arrangements in the context of transfer pricing

18 August 2025   Paul Sutton

Commissionaire structures are a distinctive feature of civil law jurisdictions and frequently appear in the operating models of multinational groups. While the legal concept may seem arcane, its implications for transfer pricing, permanent establishment risks, and intercompany agreement design are far-reaching. At its core, a commissionaire arrangement allows a person or entity to sell goods…

Group Reorganisations

Intercompany Agreements

Limited Risk Distribution Agreements – Key Considerations for Documenting Intercompany Arrangements

5 July 2025   Paul Sutton

Limited risk distributors (sometimes referred to as ‘LRDs’) are a common feature of intercompany transactions within multinational groups. The essence of the arrangement is of course to de-risk the role of the intra-group distributor, resulting in a correspondingly lower return or margin for the distributor. In many ways, the position of the distributor is commercially…

Group Reorganisations

Intercompany Agreements

How we healthcheck intercompany agreements for TP compliance

17 October 2022   Paul Sutton

  When we’re reviewing intercompany agreements, we look at four key areas of alignment with TP policies: the delineation of the transaction, the risk allocation, the treatment of IP and intangibles, and the pricing. We also look at a fifth area, namely general fitness for purposes. This includes obvious things such as whether the parties…

LCN Updates

Group Reorganisations

Intercompany Agreements

Top 10 ‘hidden assets’ which can be missed in Global Value Chain restructuring or legal entity reduction projects

17 October 2022   Paul Sutton

Corporate groups tend to acquire more and more legal entities over time – whether as a result of M&A activity, SPVs created for specific projects or (in some cases) tax planning. Most groups therefore need to clear out unnecessary entities from time to time. Some larger groups have in excess of 1,000 legal entities, and…

LCN Updates

Group Reorganisations

Intercompany Agreements

Cash pooling – a legal perspective

28 March 2022   Paul Sutton

Thanks very much to everyone who attended our recent interactive webinar on the basics of intercompany agreements for financial transactions. If you missed it, you’ll find a recording here. One of the issues we discussed was cash pooling arrangements, both physical and notional, and in this blog post I’d like to delve a little deeper into…

Intercompany Agreements

Group Reorganisations

What we can learn from Singtel: webinar discussion with Johann Müller

3 February 2022   Paul O’Regan

Following on from two recent blog posts by Paul Sutton and Harold McClure that related to the recent tax case involving Singapore Telecom Australia, we have completed the trilogy in a webinar with Johann Müller. Johann is a very experienced expert in international tax. In this discussion he looks at the details of the structure that…

Interviews

Group Reorganisations

Board resolutions: the costs of complexity

17 January 2022   Paul Sutton

In our last blog I examined the recent judgment in Australia in which the ATO succeeded in litigation with Singapore Telecom Australia. One of several striking features of that case was that the group had seemingly set up a financing arrangement that the directors of the entities concerned could not have properly approved. It also…

Intercompany Agreements

Group Reorganisations

End of LIBOR, and the Singapore Telecom Australia decision

10 January 2022   Paul Sutton

As of 1 January this year, 24 of the 35 LIBOR interest rate benchmarks or ‘settings’ are no longer published. What does this mean for groups which still have intercompany loan agreements, loan notes or cash pooling arrangements that refer to LIBOR? On the face of it, it’s very simple: select an alternative risk-free rate…

Intercompany Agreements

Group Reorganisations
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