Taxation

Taxation

Meitar’s Tax Department provides a full range of services with respect to client activities, both in Israel and abroad. Our client base includes Israeli, US and European-based companies, many of which are listed on various exchanges such as the NYSE, NASDAQ, the TASE, LSE, AIM and Euronext. We also advise a large number of private companies and high-net-worth individuals and families.

Our tax department focuses both on international and Israeli taxation issues. In advising foreign and multinational companies, we work with them on structuring transactions in an overall tax-efficient manner, taking into account their home country tax considerations as well as Israeli tax law. We also work with a large number of Israeli companies and individuals in structuring their international activities in a tax-efficient manner.

We frequently work with tax departments of major international law firms and accounting firms, as well as corporate tax departments of multinational corporations, to provide Israeli and international tax advice in connection with cross-border transactions and international restructurings.

We provide advice and transaction support to our clients on all tax aspects of structuring their investments and activities. Below is a list of representative services that we provide:

Mergers and Acquisitions
The Tax Department becomes involved at the most preliminary stage of pre-acquisition planning. We try to structure an acquisition in a simple way that achieves the client’s business objectives while optimizing tax results to the extent possible. We also try to design innovative solutions to address particular challenges that arise in structuring a transaction. When necessary, we work with the clients to obtain tax rulings from the Israeli Tax Authority on matters such as capital gains and withholding taxes.

We remain involved in the negotiation and due diligence process and provide transactional support as necessary. After the acquisition is complete, we advise on post-acquisition restructuring and assist in implementation of our tax advice.

Examples of transactions in which our Tax Department provided significant advice include:

• Representation of a private equity fund in its leveraged acquisition of a publicly-traded Israeli company.
• Representation of a multinational corporation in its acquisition of the assets of a publicly-traded Israeli company.
• Representation of an Israel-based multinational company in its leveraged acquisition of a US-based financial group.
• Representation of a US-based company in its acquisition of the assets of a large privately-held Israeli industrial company.
• Representation of a non-Israeli corporate purchaser in a tender offer for a publicly-traded Israeli company.
• Representation of a number of US-based and other non-Israeli companies in purchases of public Israeli companies by way of reverse triangular merger.
• Representation of a number of privately-held Israeli technology companies in acquisitions by US, European and Asian strategic purchasers.
• Representation of a large multinational corporation in the Israeli portion of its international restructuring.

Private Equity and Hedge Funds
Meitar’s Tax Department has extensive experience in private equity, where tax structuring (both at the formation stage as well as at the investment stage) is a critical component.

We work together with the firm’s private equity department as well as with other international law firms on all aspects of fund formation and later advise the funds on their acquisitions and operations.

We have extensive experience in the following areas:

• Fund structuring, taking into account the objectives of the sponsors, managers, advisers and the various investors (including individuals, institutional investors, US and Israeli companies and tax exempt entities).
• Tax ruling process with the Israeli tax authorities, where necessary.
• Structuring of cross border acquisitions for private equity funds, taking into account their particular needs as private equity investors.
• Advising investors in private equity and hedge funds on the pertinent tax issues in the investment, choice of investment and “feeder vehicles”, compliance issues, etc.

Cross Border Commercial Transactions
Meitar’s tax department provides international tax planning and transaction support on various types of commercial transactions, including license agreements, distribution agreements, reseller and VAR agreements, research and development agreements, manufacturing and OEM agreements, joint ventures and outsourcing arrangements.

Key issues addressed by our tax department in these transactions include: withholding taxes, permanent establishment and residency issues, transfer pricing issues, VAT, foreign tax credit utilization and customs issues.

Capital Markets
We work regularly with the firm’s corporate and securities department to assist public companies and private companies looking to public capital markets on all tax aspects of the offering process and ongoing compliance.

Our tax services in this field include:

• Assistance with and drafting of tax disclosures, risk factors, and other tax related discussion in prospectuses and other public filings
• Pre-IPO tax optimization and restructuring, including reincorporation prior to a public offering
• Structuring debt offerings for optimal tax treatment, including withholding tax issues
• Advising public companies on tax aspects of shareholder distributions
• Advising public companies and their shareholders on capital gains tax issues
• Advising issuers of asset-backed securities on the tax aspects of transactions using SPV structures.

Real Estate
Meitar’s tax department regularly advises on tax aspects of domestic and international real estate transactions.

Our clients include US and multinational developers active in the Israeli real estate market, as well as Israeli developers and investors looking abroad. We advise on tax aspects of a wide variety of commercial and residential real estate transactions, including acquisitions, development, construction and conversions.

In addition to our extensive experience in Israel’s domestic market, we have significant experience with target markets such as the United States, Canada, China, India, Russia and other Eastern European countries (such as Romania, Hungary and Poland) and Western European countries (such as Germany, France and the United Kingdom).

Dispute Resolution
Meitar’s Tax Department represents clients in audits and other tax disputes with the Israeli Tax Authority. Our representation includes negotiation of settlements with the Tax Authority, as well as advocating our clients’ interests before the Israeli courts and other tribunals.

Our tax litigation experience ranges from representing clients in ongoing disputes with the Tax Authority to precedent-setting litigation before Israel’s Supreme Court. Our clients have included high net-worth individuals with capital gains and other income tax disputes, multinational corporations with transfer pricing issues, and local companies with withholding tax and other disputes.