Tax Advisory

As one of Australia's leading Tax practices, we innovate to align complex tax solutions with your business needs, ensuring both excellence and compliance.

Overview

Clayton Utz's highly experienced tax advisory team looks beyond the traditional to create innovative tax solutions that best fit our clients' business needs and compliance requirements, no matter how complex.

Our national practice spans all areas where tax issues may arise, including M&A, private equity and funds management, property funds, and private public partnerships. For Australian and international businesses, this includes from structuring at the start of a transaction through to post-completion, including engaging with the tax authorities for lodgements and compliance.

Related Expertise: Tax Disputes

How we can help

Income Tax

Providing strategic income tax advice for listed corporates, funds, high net worth and private clients – across M&A, fund structuring and estate planning matters.

Capital Gains Tax

Advising on CGT implications for asset disposals; CGT gains and losses for property, business and investments; CGT exemptions, concessions, and rollover relief; and planning for business sales and restructures.

Stamp Duties and Land Tax

Advising on stamp duty and land tax issues in relation to corporate reorganisations, property syndications, infrastructure projects, private equity acquisitions, and disputes.

GST

Advising on obligations under Australia's GST framework, including across the full range of transactions spanning structuring, due diligence, and corporate M&A.

Payroll Tax

Advising across employment related taxes and superannuation, including in context of financial governance overlays and the implications for employee payments, back payments and remediations.

Fringe Benefits Tax

Advising on FBT considerations and benefits, as well as responding to audits, objections and acting in relation to disputes.

Experience

Dexus: Advised Dexus on the tax aspects of its first infrastructure project involving the acquisition of a data centre business in 2025.
Pacific Equity Partners: Advised Pacific Equity Partners on the tax aspects of its first real estate transaction in Australia, involving the acquisition of the Serenitas assets from Tasman.
Palisade Infrastructure: Advised Palisade Partners on the acquisition of the MacArthur Windfarm, the Ross River Solar farm and Granville Harbour Windfarm and the establishment of its Intera Platform which has $2.45 billion in renewable assets comprising Stockyard Hill, Snowtown Windfarm, Ross River solar farm, Granville Harbour and MacArthur windfarm.
The Blackstone Group: Advised on certain key tax aspects of its $9 billion acquisition of ASX-listed Crown Resorts in 2022, a significant deal in the Australian market.
Wyloo Consolidated: Advised Wyloo Consolidated, a wholly-owned portfolio company of Tattarang, on its successful A$760 million on-market takeover offer for Mincor Resources NL
ConocoPhillips: we advised on its arrangements with Santos Limited to acquire ConocoPhillips' Australia-West and East Timorese assets and operations for $US1.39bn ($A2.2bn). The Clayton Utz tax team worked alongside our oil and gas specialist team and ConocoPhillips' legal, tax and commercial teams on all aspects of this strategic sale process.
BGH Capital: we advised on its acquisition of TSS, one of 12 cybersecurity firms to create CyberCX. This is the largest private security investment in cyber security in the country.
Confidential: we are currently advising a large listed mining company and its subsidiaries on the A$500m internal restructure of its assets.
Macquarie and Brookfield: in one of the most significant M&A transactions in the energy and resources sector, we advised a consortium of sellers led by Brookfield and Macquarie on the tax considerations of the US$2.15bn sale of Quadrant Energy to Santos Limited.
APLNG: we advised on all tax aspects of its indirect acquisition of coal mining assets in Queensland from Origin for A$231m.
Saputo: we advised on its A$1.3bn acquisition of Australia's biggest milk processing company, the co-operative company Murray Goulburn. This involved advice on all tax aspects of the acquisition structuring and post-acquisition restructuring to accommodate ACCC issues. We advised on significant income tax and stamp duty issues.
Tattarang: we advised on its purchase of iconic Australian company R.M. Williams from L Catterton, the largest consumer-focused private equity firm in the world. Our tax team worked alongside a multi-disciplinary Clayton Utz legal team in advising Tattarang on this landmark transaction.
Tox Free Solutions Ltd: in one of the largest Australian public M&A transactions announced in 2017, we advised Tox on the tax implications of the scheme of arrangement with Cleanaway. Our tax advisory team was instrumental in helping Tox navigate the complexity of timing the transaction to ensure the intended tax outcomes for shareholders were achieved.
Woolworths: we advised on the tax aspects of its sale of its petrol station business and 526 petrol station sites to EG Group, an overseas entrant to the Australian market, for A$1.725bn.
Macquarie Bank Limited: we advised on all tax aspects of its $8.45bn acquisition of the Esanda Finance assets from ANZ Bank.

Pacific Equity Partners Pty Ltd (PEP): Clayton Utz is the lead tax adviser to PEP, Australia's largest private equity firm. Our tax advice to date has included structuring various funds (PEP Fund IV, PEP Fund V, PEP Fund VI, PEP Fund VII, Secure Assets Fund I, Secure Assets Fund II, and PEP Capital Solutions Fund I) totalling billions of dollars, and advising on multiple investments by the Funds.
EMR Capital Resources Fund II: Advised on the structuring of its A$2.9bn acquisition of the Kestrel Coal Mine from Rio Tinto. Our tax advisory team worked closely with EMR Capital during the very competitive bid process which required agile implementation of the structure to assist in securing the investment.
Intermediate Capital Group (ICG): Longstanding tax adviser to ICG, a large UK-listed private equity and credit firm. Advised ICG Funds on its acquisition of the Australian hospital provider Cura Day Hospitals from German-owned healthcare company Fresenius Medical Care. Also advised funds managed and advised ICG in a competitive bid process on the acquisition of SuperChoice.
Realterm Australia Management: Advised Realterm on the formation of its first fund in Australia with Swiss-based global private equity firm Partners Group as its cornerstone investor, leading to the fund's first acquisition of an industrial outdoor storage facility in Sydney.
New Forests: Advised on the establishment and ongoing structuring of multiple funds, including conversion of ANZFF from a closed-end to a long-term open-ended vehicle, and establishment of ANZFF3 and ANZLAFF with offshore institutional investors.

Charter Hall Group: Regularly advises Charter Hall and Charter Hall managed funds on stamp duty issues across all jurisdictions. More recently advised on the establishment of the new wholesale fund WPS N1, the Deep Val Partnership Trust and also on its acquisition of the Chifley Tower Trust from GIC for approximately A$1 billion. Also provides Charter Hall with stamp duty advice on an ongoing basis in relation to intra-fund property transfers, the setting up of new funds and in relation to capital raising.
APLNG: Advised on Queensland related stamp duty issues in respect of APLNG's acquisition of a company which held ATP's from Origin Energy.
China Investment Corporation: Acted for CIC on structuring its acquisition of the Investa property portfolio (A$2.5 billion) in 2015. This was the largest direct property sale in Australia's history and one of the largest globally in 2015.
Cambridge Social Infrastructure Fund: Advised Cambridge Real Estate Partners as manager of the Cambridge Social Infrastructure Fund on establishing a managed investment trust (MIT) structure for an Asia-Pacific real estate and infrastructure fund, ensuring MIT eligibility, GST treatment, and cross-border compliance. Our role included leading on tax, GST, and stamp duty structuring, and ensuring compliance with ATO requirements and efficient cross-border investment flows.
Morgan Stanley Real Estate Investing: Advised investment vehicles sponsored by Morgan Stanley Real Estate Investing, the global private real estate investment management arm of Morgan Stanley, on expanding its capital partnership with Frasers Property, to include nine industrial properties located across New South Wales, Queensland and Victoria. Clayton Utz assisted with various aspects of these transactions, including advising on the stamp duty implications of the acquisitions and attending to stamp duty lodgements in all three jurisdictions (i.e. New South Wales, Queensland and Victoria).
Woolworths: Advised on the tax aspects of Woolworth's $120 million acquisition of various hotels across New South Wales, which involved complex lease and transfer arrangements.
Brookfield: Advising on the establishment of an Australian-based property fund, ensuring flexibility for investors from all major trading partners can be efficiently accommodated.
Qatar Investment Authority: Advised on its acquisition of units in a large wholesale unit trust. The advice involved Victorian landholder duty and Queensland trust acquisition duty and whether the investment would affect the Fund's status as a wholesale unit trust in Victoria and Queensland.

Western Sydney University (WSU): we acted in negotiating the Project Delivery Agreement between WSU and Mirvac for the redevelopment of WSU's Bankstown campus at Milperra, NSW. The Clayton Utz tax team was the tax adviser for WSU and advised on GST, GST withholding and land tax issues underpinning the investment return for WSU and the negotiation of related complex commercial aspects of the Project Delivery Agreement.
Plenary Group: we advised in respect of many public/private partnerships ensuring the needs of different financial investors could be accommodated within a bid structure consistent with State objectives.Transurban: we advised on the A$1.9 billion acquisition of the Airport tollroad, including integration and restructuring of Queensland Motorway Group. The last toll road acquisition enabling the company to have equity stake in all six Brisbane toll roads, six out of eight in NSW and one out of two in Victoria.
Sydney Metro: Advising Sydney Metro on numerous tax aspects in relation to the Hunter Street, Parramatta and Olympic Park projects and other acquisitions and divestments..
Australian Retirement Trust (ART): Advised ART on the establishment of the Mirvac Industrial Venture (MIV), including the acquisition of 49% stakes in the initial seed assets, industrial park Switchyards in Auburn NSW and Aspect North, part of the Aspect Industrial Estate in Kemps Creek NSW.
BaptistCare: Provided tax advice in relation to a proposed acquisition by BaptistCare in acquiring Keyton's West Australian Retirement Village Portfolio.

Recognition

We have a long history of working with Clayton Utz, and they consistently deliver high-quality corporate legal and tax structuring advice for us [...] The greatest strength of the Clayton Utz partners is their deep involvement in the detail, their availability 24/7, and the fact that when you pay for the partner, you get the partner.
– Confidential client feedback via Chambers Asia-Pacific (Australia: Tax)

Legal500 Asia-Pacific: Ranked Tier 2 (2026)
Chambers Asia-Pacific (Australia): Ranked Band 3 (2026)
International Tax Review (Australia): Ranked Tier 2 in General Corporate Tax, Indirect Tax, Tax Controversy, and Tier 3 in Transfer pricing (2025)
International Tax Review (Australia): Tax Disputes Firm of the Year (2023)