Taxation

We're known as "one of the leading tax practices in Australia" by Chambers Global and a practice that "regularly advises on large, complex and sensitive disputes, transactions and projects for prominent corporate clients" by AP Legal 500. Our highly experienced tax advisory lawyers look beyond the traditional to create innovative tax solutions that best fit our clients' business needs, no matter how complex, while securing compliance.

We have a long history of working with Clayton Utz, and they consistently deliver high-quality corporate legal and tax structuring advice for us," goes on to maintain: "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. – Chambers

Our fully integrated advisory service spans all areas where tax issues may arise – including M&A, funds management, property funds, private equity, private public partnerships, infrastructure, cross-border and transfer pricing – for Australian and international businesses, from structuring at the start of a transaction through to post-completion, including engaging with the tax authorities for lodgements and compliance.

We consider the spectrum of taxation issues that arises in constantly changing domestic and international tax regimes – including income tax, GST, stamp duty, land tax, payroll tax, excise, royalties, FBT, withholding tax, and PRRT – to craft tax strategies informed by our broad knowledge of property funds, trusts, tax controversy, tax litigation accounting, financial services, insolvency and all corporate / M&A law aspects of taxation.

Our taxation lawyers work closely with other specialist areas, such as corporate, banking & financial services, funds management, energy and resources and private equity, so our clients get tax advice that works with all aspects of their transactions and business. And when a tax dispute arises, our specialist tax litigators can manage and resolve it.

Clayton Utz understand our key issues in a situation and so can allocate additional resource to the priority areas and provide a good balance between black-letter legal advice and commercial solutions to situations. – Chambers

Recognition

• Chambers Asia Pacific: Ranked Band 1 (2022)
• The Legal 500 Asia-Pacific: Tier 2 – Tax (2021)
• International Tax Review Awards: Named an Impact Deal of the Year – Bain Capital acquisition of Virgin Australia (2021)

Mergers & Acquisitions

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.

China Investment Corporation: in the largest direct property sale in Australian history and one of the largest globally in 2015, we advised CIC on all tax aspects of its $2bn acquisition of the Investa Property Trust.

Funds Management

EMR Capital Resources Fund II: we 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): acquisition of RSEA from private equity fund CHAMP Ventures for approx. A$145m was a significant cross-border private equity transaction. As lead tax adviser, we advised ICG on all tax structuring and tax due diligence.

Pacific Equity Partners Pty Ltd (PEP): Clayton Utz is the lead tax adviser to PEP, Australia's largest private equity firm. We most recently advised on PEP Fund V1 focusing on investing in Australia and New Zealand which included structuring Fund VI both the offshore fund entities (Cayman Limited Partnerships) and Australian Managed Investment Trusts to accommodate both global and Australian investors. We were also the lead tax adviser on structuring PEP's recent Secure Assets Fund 1, which is a new infrastructure fund with both an Australian and offshore investor base focused on active infrastructure, with investments being asset-backed with secure income streams.

Property Funds

Charter Hall Group: we advised on its recent acquisition of an interest in the Chifley Tower for approximately A$900m from the Singapore sovereign fund GIC. Our long-running relationship with Charter Hall has also led to our advising it on a number of fund establishments and restructures over the last 12 months, including its new diversified wholesale fund, the Deep Value Property Fund.

Qatar Investment Authority: we 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.

New Forests: we advised on the stamp duty aspects of the acquisition of the Great Southern Forestry assets as well as on the acquisition of Gunns Timber Products and other Gunns assets from the Receivers and Managers. This included making detailed submissions to the Victorian, Tasmanian, Western Australian and South Australian Commissioners.

Woolworths: we advised on its $120 million acquisition of various hotels across New South Wales which involved complex lease and transfer arrangements.

Brookfield: we are advising on the establishment of an Australian-based property fund, ensuring flexibility for investors from all major trading partners can be efficiently accommodated.

GST

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.

PPP

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.

Blackrock, Palisade, Northleaf, Infrared, Canadian Solar: we advised on the successful acquisition and divestment of renewable assets.

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.