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Mihaela Mitroi: Clients are pleased with

Under standard provisions in US income tax treaties, a foreign company that is conducting business in the US through a branch is subject to regular US income tax on its US income attributable to a permanent establishment (PE) maintained in the US. Under Treasury Regulation section 1.882-5, in determining the branch's taxable income, interest expense for the US branch is determined by apportioning the taxpayer's worldwide interest expense under a three-step apportionment formula.

Dutch law firm De Brauw Blackstone Westbroek confirmed the hire of tax specialists Dick Hofland and Paul Sleurink on February 19 2004. Hofland, formerly at Freshfields Bruckhaus Deringer, specializes in international tax law with an emphasis on mergers and acquisitions and corporate tax planning. Sleurink joins the firm from Merrill Lynch in London and focuses on the tax aspects of structured finance and equity-linked products. The pair will be based in the Amsterdam office.

The tax lawyers involved in the most innovative transactions of the last year comment on how they were put together

In the pre-Budget speech in December 2003, UK real estate investment trusts (REITs) moved one step closer with an endorsement from the Chancellor, Gordon Brown, who confirmed that a consultation document on REITs would be issued with the Budget in March this year. Legislation to introduce UK REITs is unlikely, however, before 2005.

The recent Arrowtown decision has put the onus on taxpayers to have sound commercial reasons for each step of their stampable transactions in Hong Kong. Otherwise, they could be challenged, warns William Thomson of White & Case

Type of deal Valuer Acquirer Target Adviser to acquirer (tax) Adviser to target (tax) M&A ?1.3 billion ($1.6 billion) Boyd Gaming Corporation merger with Coast Casinos Coast Casinos Boyd Gaming Corporation advised by Cravath, Swaine & Moore, New York, Lewis Steinberg Coast Casinos advised by Gibson, Dunn & Crutcher, Los Angeles, Stephen Tolles, Dora Arash M&A ?1.2 billion ($1.5 billion) Sacyr Vallehermoso SOMAGUE SGPS Uría & Menéndez, Madrid, Rafael García Llaneza Gonçalves Pereira, Castelo Branco & Associados M&A DKr875 million ($150 million) Triton Advisers DSV Miljø Linklaters, Stockholm, Lars Jonnson, Sara Jacobsson Luxembourg, Paul Tulcinsky Mazanti-Andersen, Copenhagen, Hanne Magnussen, Flemming Otzen M&A $54 billion Comcast launched a hostile bid for The Walt Disney Company The Walt Disney Company Davis Polk & Wardwell, New York, Avishai Shachar Dewey Ballantine M&A $4 billion Juniper Networks agreed to merge with NetScreen Technologies NetScreen Technologies Wilson Sonsini Goodrich & Rosati, Palo Alto, Ivan Humphreys Fenwick & West, Palo Alto, Ronald Schrotenboer M&A $493 million Commercial Capital Bancorp Hawthorne Financial Corporation Patton Boggs, Washington DC, Norman Antin, Jeffrey Haas Manatt Phelps & Phillips, Palo Alto, David Herbst, Donald Fitzgerald M&A $5.8 billion Regions Financial Corporation Union Planters Corporation Sullivan & Cromwell, New York, Ronald Creamer, Katherine Eldred Wachtell Lipton Rosen & Katz, New York, Adam Chinn M&A $2.68 billion L'Air Liquide has agreed to acquire the industrial gas activities of Messer Griesheim Messer Griesheim Debevoise & Plimpton, London, Peter Schuur Freshfields Bruckhaus Deringer, Cologne, Stephan Eilers M&A £327 million ($615 million) P&O agreed to buy a 25% interest in Royal Nedlloyd Royal Nedlloyd P&O in-house, Derek Shaw KPMG, London, Robert Turnbull, Rosalie Lockwood Amsterdam, Rob van Moorsel; Freshfield Bruckhaus Deringer, London, Helen Lethaby, Jonathan Cooklin KPMG, Rotterdam, Rob Truijens, Gilbert Kortenaar M&A ?285 million ($363 million) Electra Aliplast Ashurst, Paris, Catherine Charpentier; London, Richard Palmer Stibbe, Brussels, Luc De Broe Type of deal Value Issuer Lead managers Adviser to Issuer Adviser to lead managers Securities Issue ?7 billion ($8.9 billion) Banca Monte dei Paschi di Siena JP Morgan Securities Clifford Chance, New York, David Moldenhauer, Wei Cui Linklaters, New York, Francisco Duque Rome, Massimo Agostini Portfolio financing £400 million ($756 million) RWE Innogy The Bank of Tokyo-Mitsubishi, ABN Amro, BNP Paribas, Fortis Bank, Royal Bank of Canada, Bank of Scotland, Bayerische Hypo- und Vereinsbank Linklaters, London, Michael Hardwick, Dominic Winter, Gideon Sanitt, Roland Shaw Allen & Overy, London, Brenda Coleman, Jonathan Chapper, Ben Eaton Leveraged and mezzanine loans transaction Undisclosed Alcentra Deutsche Bank Linklaters, London, John Lindsay Ashurst, London, Ian Johnson IPO $675 million TRW Automotive Holdings Corporation Morgan Stanley Simpson Thacher & Bartlett, New York, Gary Mandel Cravath, Swaine & Moore, New York, Lewis Steinberg, Anne Kim Securitization £500 million ($956 million) First Flexible No. 6 Deutsche Bank and JP Morgan Lovells, London, Lindsey Bainton, Mervyn Flatt Weil, Gotshal & Manges, London, Andrew Norwood Notes issue $120 million OJSC Bank Petrocommerce Standard Bank London and ABN AMRO Bank Lovells, London, Lindsey Bainton Linklaters, London, Stephen Taylor; Moscow, Victor Matchekhin

Korea's National Tax Service announced on February 16 that it will defer tax audits for job-creating companies. Companies operating in Seoul that boost their hiring by more than 10% over the previous year will have their tax audits deferred until the end of 2005. Qualifying companies in other regions will enjoy the benefit until the end of 2006.

By Andre Guelman, Dias Carneiro Advogados in association with Uría & Menéndez

Legislative Decree 6 of January 17 2003, reforming Italian company law, with effect from January 1 2004, introduced in the Italian Civil Code (the ICC) specific rules related to groups.