- Complex Cross-border and Domestic Transactions and Structures
Anderson Mori & Tomotsune regularly advises on complex cross-border and domestic transactions, and our foremost objective is to structure transactions in a tax efficient and solution-oriented manner. We represent a wide variety of business entities, both taxable and tax-exempt, in connection with a diverse range of transactions.
- Corporate Reorganizations– M&A, Spin-offs and Other Business Combinations
Our tax lawyers work closely with our corporate and finance lawyers to advise both international and Japan-based clients in connection with complex cross-border and domestic corporate reorganizations, including mergers, acquisitions, spin-offs and many other business combination transactions. We have particular expertise in corporate reorganizations, having advised on numerous tax-free and taxable transactions with a cross-border element.
- International Taxation– Transfer Pricing, CFC Taxation, Tax Treaty Advice
Our Firm frequently advises on transfer pricing, controlled foreign corporation taxation and tax treaty interpretation matters. Our international tax planning advice ranges from contract drafting to the establishment, documentation and defense of transfer pricing policies.
- Financial Products
- Collective Investment Vehicles
AM&T frequently advises investors on the tax-advantageous use of collective investment vehicles. Our advice focuses on determining the best selection of investments in light of specific tax objectives.
- Real Estate Transactions
AM&T lawyers have considerable experience in complex real estate transactions. Our tax lawyers assist in these transactions by providing clients, including buyers, sellers, and investors, with sophisticated advice on the tax consequences that arise in real estate transactions and related ownership structures such as tokumei kumiai (TK) and tokutei mokuteki kaisha (TMK) structures. Our advice covers all areas of real estate activity including property acquisitions and sales, commercial leasing, securitizations of residential and commercial mortgages and the formation and capitalization of real estate investment trusts, each of which has its own unique tax characteristics. We also advise on the frequently complex local taxes applicable to real estate transactions in Japan.
- Private Equity, Investment Funds and Sovereign Wealth Funds
Our Firm advises private equity, investment funds and sovereign wealth funds with respect to the tax treatment of the funds, their shareholders, partners, members and managers. Our advice focuses on the development of tax-efficient structures for global and domestic transactions, including fund formation and proposed investments.
- Partnerships and Joint Ventures
We advise on the structuring of international and Japan domiciled partnerships, joint ventures and other pass-through arrangements as well as the income tax considerations that arise from the use of these vehicles.
- Individual Tax
Our tax lawyers also advise on high net worth individual tax and estate planning matters. Our primary aim is to help individual clients benefit from tax-efficient wealth management, capital preservation and wealth transfer strategies. To achieve these goals, we work closely with our clients to develop tax planning strategies that best fit their objectives.
- Employment, Compensation, Expatriate Tax Issues and Incentive Plans
AM&T has extensive experience in employment-related matters. Our tax lawyers work closely with our employment lawyers in developing optimal solutions to employment-related tax issues. We also advise on the tax aspects of designing and administering stock option and other incentive compensation plans.
- Consumption Tax (VAT) and Other Indirect Taxes
Our Firm has substantial experience in advising on consumption taxes (VAT) and other indirect taxes, which are key factors in structuring domestic and cross-border business transactions.
- Energy and Resource Taxes
Our tax lawyers are involved in a variety of energy and natural resource related transactions. In connection with these transactions, we provide advice on various structures as well as on applicable tax preferential treatments.
- Local (Municipal) Taxes
Tax advice in Japan requires adequate consideration of the various local (municipal) taxes imposed throughout the country. Unlike many corporate law firms in Japan, our tax lawyers have detailed knowledge of local taxation.
- Customs and Duties
Cross-border transactions involving the shipment of tangible goods typically require an analysis of applicable customs and duties. In these situations, we work closely with our clients in proactively structuring transactions to minimize customs burdens.
- Our representative experience includes the following:
- Structuring cross-border private equity investment fund transactions, including performing choice of entity analyses with respect to the optimal use of partnerships, LLCs and other vehicles;
- Advising on the tax treatment of offshore investment trusts particularly in relation to issues such as the "transparency" of such trusts and the application of tax treaties;
- Advising on the practical implications of the Japan-US Tax Treaty, and providing assistance in obtaining exemptions from withholding tax obligations;
- Advising on real estate related taxation, including taxation of real estate trust beneficiary rights and investment through special purpose vehicles such as TMKs;
- Providing advice on how to achieve tax-preferential status in a number of large and complex merger transactions;
- Advising on complex tax consolidation matters, particularly the transferability of built-in losses;
- Representing expatriates and/or their employers in connection with "permanent establishment" issues in Japan;
- Advising on the tax treatment of innovative life insurance policies sold to Japanese nationals by an offshore life insurance company;
- Structuring a transaction channel involving intangible properties from both transfer pricing and customs perspectives;
- Advising on consumption tax (VAT) export exemptions; and
- Providing advice on customs laws and related valuation issues with regard to atypical contractual arrangements.
