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All the right moves

Case Study

The client here is a technology-enabled business that supports multinational groups around the world. It’s a very strong business that is highly profitable and growing fast.

The client’s corporate structure wasn’t working well for them, for several reasons. A key problem was that from a governance point of view, the group was finding it difficult to recruit senior managers to the jurisdiction of its parent company. This meant that it was becoming increasingly difficult to maintain substance there for transfer pricing purposes.

The group therefore decided to restructure its entire operation, from governance functions and holding structure, to supply chains and ownership and control of intangible assets. This involved moving assets, functions and strategic decision-makers to new locations. One of many benefits was that the new structure would allow the group to adopt a new transfer pricing model with greater substance in all respects.

As with any restructuring project, the basic process is to (A) understand how things are working at the moment; (B) design a new structure that will achieve all the required objectives; and work out how to get from A to B. The first part of that was particularly difficult in this case, as the group was changing and growing so quickly that we were trying to hit a moving target. With that initial restructuring work completed, we created a completely new holding and finance structure for the group, and consolidated all of the group’s debt, thereby removing unnecessary foreign exchange risk.

As always, we managed the process, shepherding the project through its many stages, and keeping the client exactly as informed as they wanted and needed to be. In every project, the person who is our main key contact in the client’s organisation inevitably has to report to other senior people, so it’s essential to keep them regularly updated with all the key information about costs, progress against milestones, and so on.

At the time of writing, the initial restructuring is complete, and we have now moved onto the final phase of the initial project: re-writing all of the group’s global intercompany agreements in order to implement its new transfer pricing model. As the group is innovative and acquisitive, its structure and business divisions change rapidly, so it will be vital to regularly monitor the group’s operations, TP model and its intercompany agreements to maintain compliance over time.

Throughout the whole process, the ‘heartbeat’ of communications has been weekly project update calls, which have been held between the client’s CFO, LCN Legal and the client’s strategic tax adviser. This has enabled the core team to escalate issues, resolve blockages and adapt to the changing requirements of the group.

Free Guide: Effective Intercompany Agreements for TP Compliance