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227 W Monroe Street, 44th Floor

Toronto

The UK's highest court, the House of Lords, has held that the Inland Revenue cannot demand to see documents containing legal advice as part of a tax investigation.

DATE TYPE OF DEAL VALUE TARGET ACQUIRER/ ISSUER HOLDER/ UNDERWRITER ADVISERS TO TARGET ADVISERS TO ACQUIRER/ ISSUER ADVISERS TO HOLDER/ UNDERWRITER 27/05/02 IPO £174 million ($257.52 million) n/a Punch Taverns (UK) Merrill Lynch International; Deutsche Bank, Morgan Stanley International; Schroder Salomon Smith Barney n/a Slaughter and May, London, Graham Airs; Cravath Swaine & Moore Linklaters, London, Yash Rupal, David Blumenthal 30/05/02 merger $5.6 billion Miller Brewing (US) South African Breweries (SAB) Philip Morris Companies Inc (UK) n/a Lovells, London, Daniel Friel; New York, Joe Gruber; Cleary Gottlieb Steen & Hamilton, London, James Duncan Clifford Chance, London, Douglas French; Sutherland Asbill & Brennan, Washington, Clifford Muller, Randall Buchanan, Reginald Clark 31/05/02 IPO £600 million ($888 million) Intertek Testing Services, Plc n/a n/a KPMG, London, Charles Merriman, Thomas Dick n/a 05/06/02 PPP project £13 billion ($19.24 billion) n/a London Underground (UK) Tube Lines (consortium of Bechtel, Amey, Jarvis) (UK) n/a Freshfields Bruckhaus Deringer, London, Simon Skinner Lovells, London, Karen Hughes, Robert Hartley; KPMG, London, Margaret Stephens, Martin Oakes 13/06/02 acquisition undisclosed Golden Wonder Group Ltd (UK) Longulf Limited (UK) Bridgepoint Capital (UK) n/a Denton Wilde Sapte, London, Melissa Brown Cameron McKenna, London, Mark Nichols 13/06/02 notes offering $750 million n/a Sappi Papier Holding (South Africa) JP Morgan Securities Inc; (US) Salomon Smith Barney Inc (US) n/a Cravath Swaine & Moore, New York, Lewis Steinberg, Michael Katz Davis Polk & Wardwell, London, John Paton, Robert Heller 13/06/02 convertible notes offering $400 million n/a Medicis Pharmaceutical Corporation (US) Deutsche Bank Securities Inc (Germany) n/a Akin Gump, Strauss, Hauer & Feld, New York, Patrick Fenn, Stuart Leblang, Seth Lebowitz Davis Polk & Wardwell, New York, Michael Mollerus, Shamir Merali 19/06/02 mortgage securitiziation £500 million ($740 million) n/a Britannic Money (UK) Arianty (UK) n/a Lovells, London, Lyndsey Bainton, Philip Harle Lovells, London, Lyndsey Bainton, Philip Harle 25/06/02 secondary stock offering $233 million n/a The St. Joe Company (US) Alfred duPont, Testamentary Trust; Morgan Stanley (US) n/a Sullivan & Cromwell, New York, Andrew Solomon, David Spitzer Davis Polk & Wardwell, New York, Marcie Goldstein, Angelica Kwan 02/07/02 subordinated note offering $750 million n/a Sumitomo Mitsui Banking Corporation (SMBC) (Japan) Goldman Sachs & Co; Morgan Stanley & Co (US) n/a Davis Polk & Wardwell, London, John Paton, Robert Heller Sullivan & Cromwell, New York, Shlomo Cohen, Robert Loewy 05/07/02 CDO $4.57 billion n/a Chayne Capital (US) Morgan Stanley (US) n/a Dechert, London, Mark Stapleton White & Case, London, Neil Woodgate; New York, Nohn Narducci, Ken Raskin, Mark Hamilton, David Dreier 11/07/02 2nd round financing of junior debt £1.25 billion ($1.85 billion) n/a Eurotunnel (UK/France) Dresdner Kleinwort Wasserstein; Merrill Lynch n/a Herbert Smith, London, Heather Gething, David Mogford Clifford Chance, London, Sarah Squires; Amsterdam, Frank de Vos, Philippe Steffens 02/08/02 privatization ?277.65 million ($254.63 million) n/a Interconexion Electrica (Spain) Peruvian Government (Peru) n/a Payet, Rey, Cauvi, Lima, Carlos Kruger n/a

On May 3 2002, rulings were given in two important plenary cases concerning Norway's penalty tax. The court found that the use of enhanced additional tax (45% or 60% of the assessed tax), and at the same time punishment imposed under the Norwegian criminal law, was a breach of Protocol 7, article 4 of the European Convention on Human Rights (ECHR), and the rules governing double penalty. In one case, the additional tax was imposed before the court sentence was delivered in the criminal case. In the other case the two punitive decisions were applied in reverse order.

80 Pine Street

Freshfields Bruckhaus Deringer has lost its head of Dutch tax to a local firm. Charles Langereis joined Spigthoff on July 1 and will lead the firm's tax practice. Before working at Freshfields Bruckhaus Deringer he headed the tax group at Stibbe. He brought over one associate and many of his clients.

On July 12, the IRS released revenue procedure 2002-52, updating the procedures for requests for competent authority assistance. Revenue procedure 2002-52 supersedes revenue procedures 96-13 and 96-14, the prior IRS guidance on this subject.

Multinational companies may be able to set up a single, pan-European pension scheme for employees if a European lobby group is successful in its battle to remove tax obstacles. The group backing the move is pan-European pensions group (PEPGO), an association of 20 multinationals including Swiss Life and Kvaerner. Business and information technology consultants AMS Management Systems is making an application to the UK Inland Revenue to place one of its UK employees in its Netherlands company pension scheme. Being unable to establish a single scheme can cost multinationals with employees throughout the EU millions of dollars each year as they are left unable to pool either investments or administrative costs. But on account EU tax legislation is almost impossible to pass because of the unanimity requirement resulting from member states' concerns about losing revenue, the EU pensions directive signed earlier this year does not cover tax issues. AMS, at the suggestion of PEPGO, is therefore trying another tactic.

New regulations from the US Treasury recharacterize non-deductible dividend payments to foreign parents. By Mike Danilack, Diane Renfroe and Lisa Askenazy Felix, Deloitte & Touche, Washington, DC