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DATE TYPE OF DEAL VALUE TARGET ACQUIRER/ ISSUER HOLDER/ UNDERWITER ADVISERS TO TARGET ADVISERS TO ACQUIRER/ ISSUER ADVISERS TO HOLDER/ UNDERWRITER 22/3/02 recommended offer EUR 8.5 billion ($7.63 billion) Innogy (UK) RWE (Germany) n/a Linklaters, London, Mike Hardwick, Keith Wilson Allen & Overy, London, David Lewis, Kevin Cummings; Hengeler Mueller n/a 22/3/02 spin-off and transfer of manaagment £2 billion ($2.9 billion) n/a Guy Hands (UK) Nomura International (Japan); Terra Firma Group (New Zealand) n/a Linklaters, London, Jan Birtwell, Neal Todd, Conor Hurley; Germany, Martin Krause; in-house, Colin Rowlinson, Chris Barnes SJ Berwin & Co ,London, Mark Hainsworth; Andersen/Garretts, London, John Cuillinance, John Maxey, Darren Docker, Judith Powell; Germany, Klaus Brinckmann 1/4/02 acquisition $1.1 billion Trendwest Resorts Inc (US) Cendant Corp (US) n/a Heller, Ehrman, White & McAuliffe, New York, Pamela Charles Brown, Teresa Maloney Skadden, Arps, Slate, Meagher & Flom, New York, James Tandler, Katherine Bristor n/a 2/4/02 acquisition $5.04 billion Enterprise Oil (UK) Royal Dutch/Shell Group (Anglo/ Dutch) n/a Herbert Smith, London, Janette Sawden Slaughter and May, London, Martin Walker, Sara Luder n/a 5/4/02 merger $662 million n/a DSP Group Inc's IP licensing division (US) Parthus Technologies plc (Ireland) n/a Morrison & Foerster, New York, Steven Ruskin, Marjorie Elkin, Steven Meier; Freshfields Bruckhaus Deringer; Arthur Cox Hale and Dorr, Boston, Bill Caporizzo, Kimberly Wethly, Bill Benjamin; KPMG 5/4/02 lease financing $3 billion 54 aircraft Crossair Limited, now known as SWISS (Switzerland) n/a n/a Debevoise & Plimpton, Frankfurt, Friedrich Hey; New York, Burt Rosen, Robert Staffaroni n/a 8/4/02 debt deal £740 million ($1.07 billion) n/a Eurotunnel (UK/ France) Agent banks n/a Herbert Smith, London, David Martin, Nikol Davies n/a 11/4/02 merger $685 million Herbalife International Inc (US) Whitney & Co; Golden Gate Capital (US) n/a Gibson, Dunn & Crutcher, Los Angeles, Paul Issler, Elizabeth Bluestein, David West, Cathy Cleveland Kirkland & Ellis, Chicago, Jeffrey Sheffield n/a 12/4/02 acquisition £875 million ($1.27 billion) 1869 pubs Enterprise Inns plc (UK) Laurel Pub Holdings Ltd (UK) Freshfields, Bruckhaus Deringer London, Francis Sandison, Susan Porter, Stephanie Young CMS Cameron McKenna, London, Simon Meredith, Alison Hughes n/a 16/4/02 bond offering $7.3 billion n/a Morgan Stanley Dean Witter & Co (US) Morgan Stanley & Co Inc (US) n/a n/a Davis Polk & Wardwell, New York, Po Sit, Chrisian Wimpissinger 17/4/02 demerger undisclosed n/a Halfords (UK) Boots plc (UK) n/a n/a Slaughter and May, London, Tony Beare, Ed Denny

Potentially sweeping reforms, political tensions and aggressive revenue authorities all feature on the Nordic tax scene. However, as International Tax Review discovers, there are also plenty of benefits for business

The introduction of the consolidated tax return system is the most significant change to come out of the 2002 tax reform. Other changes are described below. The tax base has been expanded on account of the anticipated reduction in tax revenues caused by the implementation of the consolidated tax return system.

Under certain conditions, article 5(1) of EU Council Directive 90/435/EEC of July 23 1990 on the common system of taxation applicable in the case of parent companies and subsidiaries of different member states, provides for the elimination of withholding taxes on dividends paid between companies settled in the EU. In a decision rendered on October 4 2001 (Case C-294/99 Athinaki Zytopoiia AE), the European Court of Justice (ECJ) ruled that the tax to which certain Greek companies are subject on some profit distributions was a withholding tax within the meaning of this provision. Such a decision may call into question the validity of the equalization tax (précompte) due on certain dividend payments by French companies.

In the wake of a recent Supreme Court ruling, the reasonable taxation standard is clarified, and activities within the scope of the Irish IFSC regime are found to be comparable to activities within the scope of the Dutch GFC regime. By Daan de Bruin and Judy Chan Deloitte & Touche, International Tax Group, Netherlands

A tax appeal tribunal in the UK has ruled that a transfer pricing adjustment to income may be made to companies that set up and support share option schemes for employees of foreign subsidiaries. The Special Commissioners (the first level appeal tribunal on tax cases in the UK) held that share options provided on behalf of foreign subsidiaries were a business facility provided by the UK company to the foreign subsidiaries.

On January 1 2002, a number of tax amendments were approved by Congress following several months of analysis. The tax amendments had been subject to great debate, since it was intended to increase tax revenues by ending the value-added tax (VAT) exemption on a variety of items, especially food and medicines.

Efforts are made to phase out the extraterritorial income exclusion regime, anti-inversion legislation is proposed, and broad business purpose/economic substance standards are set. By Hal Hicks, David Benson and Margaret O’Connor of Ernst & Young, Washington DC

The UK government is being urged to improve the business environment by setting up an independent tax-setting body

The US Financial Accounting Standards Board (FASB) has named a senior PricewaterhouseCoopers partner as its new chairman, at a critical time for the profession