During the course of August to November 2020, three senior tax professionals from Bowmans Gilfillan will anchor four interactive webinar sessions on the practical application of tax law relating to debt restructuring and corporate reorgan
isations. The sessions will also include an interactive debate on key themes emanating from conducting tax due diligences. They will share past experiences and knowledge, invite commercial specialists and will consider the tax and commercial impact of Covid-19, particularly as it relates to distressed companies. The webinar series aims to provide participants with a sense of the typical commercial drivers and the tax principles that play a role in these topics.
Delegates will have the opportunity to submit questions which will be addressed during the live Q&A section at the end of each session.
Delegates will earn two hours verifiable CPD for each session.
1. Debt Restructuring (25 August)
The session will start with a snapshot of the current debt restructuring landscape in South Africa and abroad.
Debt restructuring needs to be undertaken in an effective manner so as not to inadvertently trigger a tax liability that will add to a debtor’s financial woes. It can be difficult to manoeuvre the taxing provisions that potentially apply to a debtor. The presenters will consider how to best manage the debt benefit taxing provisions in different scenarios.
Equally important is the creditor’s position, in particular, its ability to claim an income tax deduction or capital loss.
2. Corporate Reorganisations (21 September)
The session will introduce you to the Corporate Reorganisation tax rules.
The corporate tax rollover relief provisions enable the tax neutral transfer of assets to companies and defer the potential tax liability. A transaction needs to have certain characteristics for the relief to apply. Over the course of two sessions, the presenters will explore the nuances of each type of transaction that qualify for tax rollover relief. In the first session, the following transactions will be discussed in detail:
The acquisition by a company of assets in return for the issue of shares (“asset-for-share transactions”).
Transactions within the same South African group of companies (“intra-group transactions”).
Commercial themes, particular to each type of transaction, will be blended with the tax technical analysis.
3. Corporate Reorganisations (continued - 22 October)
In the second session on corporate reorganisations, the presenters will continue to explore the types of transactions that can qualify for tax rollover relief:
The amalgamation or merger of companies, implemented as a sale of business or in terms of the statutory merger provisions of the Companies Act (“amalgamation transactions”).
The distribution of underlying share investments (“unbundling transactions”).
The distribution of all assets in anticipation of liquidation/deregistration (“liquidation distribution”).
Against the backdrop of the various types of transactions, the team from Bowmans will provide a bird’s eye view of the provisions to identify common threads that may result in some provisions being more preferable than others depending on the circumstances.
4. Due Diligence (25 November)
Due diligence procedures are usually undertaken by acquirors of companies, or companies whose shareholders’ wish to exit. A tax due diligence is a complex and sophisticated undertaking requiring both tax law and financial statement disclosure experience. This session will explore various facets of a tax due diligence and will be presented by specialists in this field with many years of experience. Some of the areas of discussion will include:
The different approaches required in different types of due diligences.
A solid starting point – how to scope and plan for a due diligence.
Access to information – virtual data rooms, information request lists, key questions to ask.
Assessing the information – typical issues to watch out for and tried and tested methodologies.
Consideration of practical examples from previous experiences.
Impact of due diligence outcomes on a deal.
Guest speakers from across the continent will provide an African perspective.
MICHAEL RUDNICKI Executive: Tax - Bowmans
CA (SA), BCom , BCompt (Hons), BCom (Hons)(Taxation), MCom (Tax)
Michael Rudnicki is an executive in Bowmans’ corporate department and a member of the Johannesburg office tax practice.
Michael has in excess of 20 years’ tax experience and specialises in banking and financial services, mergers and acquisitions, private equity, executive incentive schemes and general corporate tax.
In the financial services sector, he has consulted to most of the local and international banking institutions in relation to balance sheet aspects such as financial instruments and derivatives, working with their in-house mergers and acquisitions and corporate finance teams. His clients include Barclays, Nedbank, Investec, Standard Bank, JP Morgan, UBS and Transaction Capital. Michael has a specific interest in the taxation of financial instruments and derivatives and has presented on numerous occasions on this subject at universities. He has also given public lectures and has appeared on radio and television programmes.
Michael has been involved in many large mergers and acquisitions projects and has consulted to many of South Africa’s leading private equity firms as well as international private equity firms with investments in Africa. His experience includes fund establishment, acquisition assistance and modelling, due diligence (acquisitions and disposals), as well as implementation and post deal implementation assistance and exit readiness. His experience in the private equity sector extends beyond tax advice and includes deal origination and deal sourcing. He also assisted SAVCA in the preparation of its annual private equity survey. Michael advised on the acquisition by ABSA Bank of Barclays Africa, the recent acquisition by RPC of Astrapak as well as the acquisition of McDonalds South Africa. Michael’s private equity clients include Rockwood, Harith, Ethos, Actis, Medu Capital, Capitalworks, DPI, Investec PE and RMB Corvest. He has appeared on many media platforms speaking about his experience and current trends in the local and international private equity market.
RONé LA GRANGE - Partner - Bowmans
BLC, LLB, LLM (Tax), Dip. (Company law), Dip. (Fin. Markets)
Roné la Grange is a partner in Bowmans’ corporate department and a member of the tax practice.
Roné has over 19 years of corporate tax experience with significant involvement in financial services tax matters in key sectors such as banking, insurance and private equity. Her expertise also extends to exchange-traded funds, collective investment schemes, hedge funds, property funds and treasury operations.
Roné is skilled in conceptualising, implementing, and the tax administration of both executive and broad-based share incentive plans.
She has consulted on a wide range of corporate tax matters, including but not limited to the implementation and collapse of black economic empowerment transactions, group restructures, management buy-outs, debt restructuring, private equity fund structures, employee equity incentives, finance and investment structures. She has experience in tax due diligences, obtaining tax rulings, objection and appeals, settlement negotiations and general tax compliance.
MOGOLA MAKOLA - PARTNER - BOWMANS
BA, LLB, LLM
Mogola Makola is a partner in Bowmans’ corporate department and a member of the tax practice. She specialises in domestic and international tax, with a specific interest in the financial services and private equity sectors.
Mogola’s experience covers both South African and international tax. She has advised on major mergers and acquisitions transactions and has experience in advising on the tax structuring of offshore investments, derivative trades, investments in a private equity funds, securities lending transactions, private equity fund formations and tax structuring. In addition to advising clients, Mogola also assists clients in tax disputes.
Her experience includes advising Shanduka Group Proprietary Limited, VSNL SNOSPV Pte Limited, Morrison & Foerster LLP (US counsel to underwriters Raymond James & Associates, Inc. and William Blair & Company, LLC) and various domestic and foreign financial clients on their business activities in South Africa.