18th Conference in the Tax SeriesTax Implications for Intangibles and IP Executing a Proper Tax Treatment of Intangibles to Minimise Risks in Today’s Complex Business Environment Bilderberg Garden Hotel Amsterdam, the Netherlands 21st–22nd May 2012 Including Interactive Mini-Workshop on: Evaluating, Structuring and Executing IP Transactions Led By: “ Design and align your IP tax business strategy to increase the value and optimise your tax planning Guy A. Kersch Tax Counsel GK International Tax Consulting SARL ” In the Chair Day 1: Attending this Premier marcus evans Conference will Enable You To: • Discuss the current and the upcoming OECD developments on the intangibles • Benchmark with best practices in IP management in M&A transactions • Discover the IP related opportunities and risks in business restructurings • Identify the most appropriate locations for IP • Compare various IP regimes in Europe and around the globe • Learn how to take advantage of patent box regimes • Gain valuable insights on valuation and transfer pricing aspects of intangibles • Listen to legal, accounting and economic views on valuation and protection of intangibles Josep-Maria Gascon International Tax Manager, Head of Tax Spain and Portugal Solvay In the Chair Day 2: Luis Abrantes International Transfer Pricing Manager Carlsberg Breweries marcus evans Expert Speaker Panel: Michelle Levac Chair of OECD Working Party 6 and of its Special Session on the TP Aspects of Intangibles OECD Mayra O. Lucas Mas Transfer Pricing Advisor Centre for Tax Policy and Administration OECD Michael Streibel Group Vice President, Tax Transfer Pricing ABB Alain Berlier Head of Group Tax Givaudan Suzan Arendsen Tax Director, Europe Nike Paul Morton Head of Group Tax Reed Elsevier Group Andreas Wipfler Head of Cluster Tax Support CEE Siemens Antoine Kuntschen Senior Group Tax Manager Syngenta Tim Mathey Senior Tax Manager Electronic Arts Sile Cronin International Tax Manager EMC Information Systems International Josep-Maria Gascon International Tax Manager, Head of Tax Spain and Portugal Solvay Delphine Bessot Senior Tax Manager Solvay Jan Jaap Snel Managing Director Duff & Phelps Giorgio Ferrero Director, Global Operations Development – TESCM Bacardi Group Learn from Key Practical Case Studies: • OECD interprets the new project on treatment of intangibles • Givaudan evaluates on the appropriate definition of intangibles • Reed Elsevier Group masters transfer pricing of intangibles to avoid disputes with tax authorities • ABB explains transfer pricing aspects of IP centralisation within a MNE • Dupont gives an overview on IP regimes in Europe • Siemens successfully navigates the business through the risks and opportunities – business restructuring and IP transfers Gold Sponsor: Luis Abrantes International Transfer Pricing Manager Carlsberg Breweries conferences Day 1 21st May 2012 08.30 09.00 Registration and Coffee Opening Address from the Chair Josep-Maria Gascon International Tax Manager, Head of Tax Spain and Portugal Solvay 13.30 Case Study Mastering Transfer Pricing of Intangibles: Avoiding Disputes with Tax Authorities • Structuring the transactions; intercompany transfers or licenses of IP: – Considering alternatives – Business rationale • Focusing on valuation of royalties, license agreements, soft intangibles • Considering the implications of transferring IP across borders: What are the tax implications? • Understanding the documentation required to demonstrate compliance with the arm's length principle Paul Morton Head of Group Tax Reed Elsevier Group OECD AND THE DEFINITIONS: SETTING THE GROUND 09.10 Case Study New OECD Project on Treatment of Intangibles • Legal view on definition of IP and legal protection • Updates on the current draft and discussions and the future direction • Interpretation and implications • Developing a practice around business reorganisations and transfer of IP from country to country • Defining and finding the “true” comparables Mayra O. Lucas Mas Transfer Pricing Advisor Centre for Tax Policy and Administration OECD 14.15 Case Study Transfer Pricing Aspects of IP Centralisation within a MNE • Case Study: IP centralisation with special focus on technology • Different IP business models • Reasons for centralisation • IP migration approaches • License determination and documentation • Contract R&D Michael Streibel Group Vice President, Tax Transfer Pricing ABB 09.55 Case Study OECD Guidelines: Questions to Clarify • Chapter 8 on Cost Contribution Arrangements: How CCAs deal with the development of IP • Chapter 7 on Intra-Group Services: How to tax provision of IGSs which includes some provision of IP • Supply of services vs. license to use IP • Determining a royalty and business profit Michelle Levac Chair of Working Party 6 and of its Special Session on the TP Aspects of Intangibles OECD 15.00 Case Study Managing Joint Ownership of Intangibles in Consumer Goods • Identifying the intangible and its value drivers • Developing a royalty split model • Potential for optimisation and risk management in the context of Group restructuring • Expected challenges of the royalty split model and other potential risks Luis Abrantes International Transfer Pricing Manager Carlsberg Breweries 10.40 11.00 Morning Coffee and Networking Break Case Study Arriving to the Appropriate Definition of Intangibles • Understanding the meaning of IP and intangible asset: What are the categories? • How do we define IP? It is only legally protected IP or also IP that you cannot legally protect? How does that impact your tax profile within the company? • Analysing OECD opinion on the subject • Classifying intangibles from the legal/accounting/auditing perspectives • IP and intangibles beyond registration: How to evaluate new things and what is the necessary documentation? Alain Berlier Head of Group Tax Givaudan 15.45 Afternoon Tea and Networking Break INTANGIBLES FROM VARIOUS PERSPECTIVES 16.15 Interactive Panel Discussion IP and Intangibles from Legal, Accounting, Tax and Economic Perspective A panel of a lawyer, accountant and tax person, business person will discuss how they work together on various types of common transactions when IP is involved. They will also tackle the question of IP definition and legal protection of IP Panelists: Antoine Kuntschen Senior Group Tax Manager Syngenta Giorgio Ferrero Director, Global Operations Development – TESCM Bacardi Group VALUATION AND TRANSFER PRICING ASPECTS OF INTANGIBLES 11.45 Case Study IP Valuation: Strategies and Best Practices • General issues: Exploring various methods of IP valuation e.g. corporate finance based methods and legal aspects • Dealing with valuation of intangible assets when transferring between group companies and countries • Valuation: How to value technology rights separately from business goodwill • Benchmarking your valuation methods Jan Jaap Snel Managing Director Duff & Phelps 17.00 Closing Comments from the Chair and End of Day One 12.30 Luncheon Business Development Opportunities: Does your company have solutions or technologies that the conference delegates would benefit from knowing? If so, you can find out more about the exhibiting, networking and branding opportunities available by contacting: Gary Wilkinson, Sponsorship Manager, marcus evans Prague Tel.: + 420 255 707 225 Fax: 420 255 707 232 Email:
[email protected] Day 2 22nd May 2012 08.30 09.00 Registration and Coffee Opening Address from the Chair Luis Abrantes International Transfer Pricing Manager Carlsberg Breweries 11.45 Case Study Customer Relationships in Business Restructurings • Evolution of business models in gaming industry in the context of changing economic and technological environment • Identification and determination of economic benefit of customer relationships • Distinction between B2B and D2C dealings • Allocation of customer relationships to entities within an MNE • Valuation of customer relationships Tim Mathey Senior Tax Manager Electronic Arts DISCOVERING AND MAKING USE OF INCENTIVES AND FAVORABLE IP REGIMES 09.10 Case Study R&D Credits: Grasping the Opportunities to Increase Tax Savings • Which countries offer tax credit advantage? • Getting your tax refund/deduction by performing R&D activities • How is the tax credit calculated and what is the taxable base? • Best practices and tips • Understanding the rules to use it to be more tax efficient Josep-Maria Gascon International Tax Manager, Head of Tax Spain and Portugal Solvay Delphine Bessot Senior Tax Manager Solvay 12.30 13.30 Luncheon Case Study Business Restructuring and IP Transfers: Successfully Navigating the Business through the Risks and Opportunities • Practices around business reorganisations and transfers of IP from country to country • Explaining the business rational behind the restructuring to tax authorities • Interaction with various tax related rules, CFC regimes and anti-avoidance rules • Dealing with exit charges Andreas Wipfler Head of Cluster Tax Support CEE Siemens 09.55 Interactive Panel Discussion Selecting the Best Location for IP Management to Be More Tax Efficient • Dealing with intangibles on a daily basis to gain tax savings and be more efficient • Identifying the best office location in Europe to locate IP • Setting up a “light” and “easy” structure based on a specific tax regime • Looking at cooperation/relation of your tax regime with other tax jurisdictions • Avoiding double taxation: The view of tax authorities on double taxation • Being prepared upfront for tax audits Panelists: Suzan Arendsen Tax Director, Europe Nike Tim Mathey Senior Tax Manager Electronic Arts Josep-Maria Gascon International Tax Manager, Head of Tax Spain and Portugal Solvay 14.15 Interactive Mini-Workshop Evaluating, Structuring and Executing IP Transactions Topics Covered Include: • Intellectual Property Ownership and Cross License Agreement • Flexible valuation rules for small, medium and big size enterprises • Options for migration from the existing structure to the new structure – Relocation of IP • Exploring different structures to discover alternatives in setting up IP • Royalty rate determination • Noting key areas of risk to avoid tax issues • Intangibles under the CCCTB rules Led By: Guy A. Kersch Tax Counsel GK International Tax Consulting SARL Attendees will be able to enjoy afternoon tea and networking opportunities midway through the workshop at 15.30 17.00 Closing Comments from the Chair and End of Conference 10.40 Morning Coffee and Networking Break OPTIMISING IP STRUCTURES IN BUSINESS REORGANISATIONS CONTEXT 11.00 Case Study Managing IP Challenges in M&A Transactions • Purchasing IP – ownership structures • Global tax efficient exploitation – Comparing IP regimes across Holland, Lux and Ireland from an M&A perspective • US considerations on M& A transactions for IP • Managing challenges when transferring IP from one country to another Sile Cronin International Tax Manager EMC Information Systems International Gold Sponsor: Duff & Phelps is a leading global provider of financial advisory and investment banking services. Duff & Phelps balances analytical skills, deep market insight and independence to help clients make sound decisions. The firm provides expertise in the areas of valuation, transactions, financial restructuring, alternative assets, disputes and taxation, with more than 1,000 employees serving clients from offices in North America, Europe and Asia. M&A advisory services in the United Kingdom and Germany are provided by Duff & Phelps Securities Ltd. Duff & Phelps Securities Ltd. is authorised and regulated by the Financial Services Authority. Investment banking services in France are provided by Duff & Phelps SAS. For more information, visit www.duffandphelps.com (NYSE: DUF) Speaker Profiles Michelle Levac Chair of Working Party 6 and of its Special Session on the TP Aspects of Intangibles OECD Michelle is a Chartered Accountant, Chartered Business Valuator and Chartered Financial Analyst. She is Chair of Working Party No. 6, dealing with the taxation of Multinational Enterprises, at the Organisation for Economic Co-operation and Development (OECD), the Transfer Pricing Specialist at the Canada Revenue Agency and a Director on the Board of the Canadian Institute of Chartered Business Valuators. Michelle has over 17 years of experience in business equity valuation and transfer pricing, including testifying as an expert witness, negotiating transfer pricing cases with foreign tax authorities and developing international transfer pricing guidance. Michael Streibel Group Vice President, Tax Transfer Pricing ABB Michael Streibel is a member of ABB's Corporate Tax Function based in Zurich. Michael is globally responsible for transfer pricing, business restructurings as well as technology related tax matters. He also heads ABB's in-house transfer pricing team. Before joining ABB, Michael worked for Ernst & Young and a US industrial group. He is specialised in international tax and transfer pricing for more than 12 years. He studied business administration in Germany and Australia and passed the German tax advisor examen. Alain Berlier Head of Group Tax Givaudan Alain Berlier is Head of Group Tax & Insurance of Givaudan since 2008. Alain originally trained as a tax inspector in the Belgian Tax Administration. He held different international tax roles first as a consultant for the Federation of Co-ordination Centers in Belgium and then as an in-house International Tax Director or Head of Tax in U.S. and Swiss global companies. Industry experience covers inspection services, specialty chemicals, building materials, technology and consumer goods. During his career, Alain has progressively managed all aspects of international taxation providing the business with pragmatic and sustainable solutions. An effective Group Intellectual Property design has always been a focal point in Alain’s roles. Alain holds a Law degree from the Catholic University of Louvain (Belgium) and a Master in Taxation from the Ecole Supérieure des Sciences fiscales (Brussels, Belgium). He is a member of the International Fiscal Association, the Institute of Chartered Accountants and Tax Advisors in Belgium, the Tax Executives Institute (founding member of the EMEA Chapter – Chair of the Transfer Pricing Committee) and the Taxation Committee of SwissHoldings. Paul Morton Head of Group Tax Reed Elsevier Group Paul Morton is Head of Group Tax at Reed Elsevier Group plc, the global business information enterprise. He leads a team of 25 tax professionals based in London, Amsterdam, Boston and Singapore advising on business conducted in more than 90 countries. Prior to joining Reed Elsevier Paul held a number of positions at Royal Dutch Shell including Head of Tax for the global downstream business, European Internal Audit Manager, Head of Tax for Shell UK and tax adviser to the global exploration and production business. Before that he was at KPMG and he began his career in tax as a Tax Inspector in the UK Inland Revenue. Paul is Chairman of the British Branch of the International Fiscal Association, Council Member of the UK Chartered Institute of Taxation, a member of the Taxation Committees of the Confederation of British Industry and the FTSE 100 Group, a past President of the Confederation Fiscale Europenne and past chairman of the CIOT European Branch and Commerce & Industry Group. Jan Jaap Snel Managing Director Duff & Phelps Jan Jaap Snel is a managing director at Duff & Phelps in the Amsterdam office. He is part of the Valuation Advisory Services business unit, and has over 15 years of corporate finance and valuation experience. Jan Jaap has been involved in valuation engagements covering a wide variety of industries; including consumer products, industrial products, utilities, financial services and technology, media and telecommunications. He has performed valuations on intangible assets for financial and tax reporting purposes in numerous industries. He has provided a comprehensive range of valuation consulting services to clients for analyzing merger and acquisition targets, internal restructurings, portfolio analyses, analyses of disposal strategies and disputes. Tim Mathey Senior Tax Manager Electronic Arts Tim Mathey is a Senior Tax Manager at Electronic Arts (EA) in Geneva. EA markets, publishes and distributes game software and content for a variety of gaming platforms. Working closely with the business and treasury teams, he is responsible for the tax analysis of business activities and commercial transactions. In addition he oversees compliance with local transfer pricing regulations and manages the US GAAP tax accounting processes for a cluster of EA entities. Prior to joining EA Tim was a Senior Tax Manager at Omnicom, a leading global advertising and marketing communications company with a strong portfolio of branded networks. At Omnicom Tim mainly focused on the development and implementation of tax planning opportunities, tax audit defence as well as compliance with local transfer pricing regulations. Tim studied Business Administration in Mannheim, Germany and is a certified German tax advisor. Josep-Maria Gascon International Tax Manager, Head of Tax Spain and Portugal Solvay Josep-Maria Gascón is one of Solvay’s leading tax lawyers with dual panEuropean responsibility. His role at the global chemical and plastics group encompasses that of International Tax Manager at the company’s European headquarters in Belgium as well as the Head of Tax for Spain and Portugal. He advises Solvay on cross-border acquisition and disputes, multidisciplinary projects and VAT matters globally. He has led the redesign of Solvay’s tax compliance processes and the tax aspects for creation of a Shared Services Centre in Portugal. Member of the Solvay Group Committee for R&D fundraising, he is a frequent author and lecturer on tax issues. In 2011, Josep-Maria Gascón won the prestigious “40 under Forty” Award organised by IberianLawyer. Josep-Maria, who is graduated in Law from Pompeu Fabra University (Barcelona), Masters degree in taxation from ESADE Business School and holds Pre-doctoral studies from University of Barcelona, has been appointed as Business Ambassador to Catalonia by the Government, as a recognition to a well-regarded career that contributes to making Catalonia known around the world through talent and international work. Delphine Bessot Senior Tax Manager Solvay Delphine Bessot recently joined Solvay as a senior tax manager. She is instrumental in a multi-disciplinary team including IP and R&D stream owners with a goal to design structure and implement IP and R&D flows. She has been previously working at Ernst & Young and PwC as a tax lawyer advising on major international M&A transactions and assisting MNCs on their tax issues. Speaker Profiles Luis Abrantes International Transfer Pricing Manager Carlsberg Breweries Luis is a transfer pricing manager at Carlsberg Breweries A/S since May 2010. He has been involved in value chain restructuring projects, management of intangible property across the Group, cross-border products sourcing and intra-group services. His functions include implementing transactions that respond to both business efficiency and tax management needs, continuously advising the business on pricing issues, coordinating internal departments and external advisers, dealing with tax authorities and supporting global documentation projects. Luis holds a degree in economics and his experience includes approximately 8 years as a transfer pricing advisor with Deloitte, having lived and worked in Portugal and in the United States. His projects while adviser focused in a variety of industries, such as industrial machinery and equipment, consumer goods, food and beverages, automotive, aerospace, healthcare and pharmaceutical. Giorgio Ferrero Director, Global Operations Development -–TESCM Bacardi Group In 1984, he was hired by Tradall SA in Geneva, a company of the Martini and Rossi Group, as Assistant General Manager and focused on the implementation of the products trading operations and the definition of the inter-company trade policies and terms. He was promoted Managing Director in 1994. During those years, Giorgio led the re-organisation and optimisation of all product flows including the development of a new manufacturing and product sourcing strategy. In 1993, the Martini & Rossi Group was bought by Bacardi and Giorgio Ferrero strongly contributed to the integration of the local company Tradall SA into the Bacardi organisation and the newly created regional teams. In 1997 he was promoted President of Bacardi International in Bermuda, though keeping his local managing role in Geneva. He was in charge of developing and implementing a Global strategy for Bacardi Trading Structure (Tax Efficiency model), establishing the related commercial relations with distributors and the trading financial rules. He also participated in two major brand acquisitions and headed a fast integration into Bacardi high tax efficient network. In 2004, he took the position of Global Director of Supply Chain and Trading in Geneva. Giorgio led a major reorganisation by building a true global planning and logistics organisation along with the creation and implementation of the Sales and Operations Planning process. He actively participated in defining the Group Innovation process and conceived and implemented an Activity Management structure aiming to support an efficient and high quality commercialisation of the new initiatives. He also led the implementation of SAP in one instance covering 600 users and 9 entities. Since 2009, Giorgio has been working as Director for Global Operations Development leading global projects such as Role Model Organisation covering more than 2.300 employees. He has also recently been nominated Global Business Champion overseeing the global implementation of SAP. Suzan Arendsen Tax Director, Europe Nike Suzan Arendsen studied Fiscal Economics at the University of Groningen and started working with Coopers & Lybrand in the International Tax department. In 1998 she moved to the Transfer Pricing team of Ernst & Young, Amsterdam and since then she specialised in transfer pricing. With Ernst & Young Suzan gained considerable experience in the areas of supply chain and transfer pricing structuring and transfer pricing documentation in various industries. During this time she worked in various E&Y offices around the world: London, Chicago and Melbourne. In 2003 she changed from profession to industry and worked as transfer pricing specialist with Fortis Bank Nederland in Rotterdam, the Netherlands and with Diageo in Dublin, Ireland. As of November 2008, Suzan continued her career as Tax Director Europe with Nike and heads a team of 7 tax specialists. Mayra O. Lucas Mas Transfer Pricing Advisor Centre for Tax Policy and Administration OECD Mayra O. Lucas Mas has been a transfer pricing advisor at the OECD’s Centre for Tax Policy and Administration (CTPA) since June 2008. Her work at the OECD focuses mainly in two areas: the core programme of work of Working Party No. 6 of the Committee on Fiscal Affairs (which is the OECD body responsible for the OECD Transfer Pricing Guidelines for Multinational Enterprises and Tax Administrations) and the OECD work with non-OECD economies in transfer pricing. Before joining the OECD, she worked as a senior consultant for the Transfer Pricing Group at Deloitte (Belgium), as a consultant for DG Taxation and Customs Union at the European Commission and as a tax and corporate lawyer at Cuatrecasas, Gonçalves Pereira. She holds an LLM from New York University School of Law (LL.M.). She gained her Law Degree from the University of Barcelona School of Law, where she is also a Ph.D Candidate. Guy A. Kersch Tax Counsel GK International Tax Consulting SARL Guy A Kersch is an attorney-at-law and MBA, active in taxation for over 25 years in Europe, Africa and the Middle East. He worked for U.S. based global corporations such as Monsanto, Pharmacia and Pfizer, for financial advisory firms such as Grant Thornton UK and Charles River Associates. He is the founder and managing director of GK International Tax Consulting S.A.R.L., an independent economic and tax advisory firm. Guy’s experience covers industries such as chemicals, agricultural products, turn-key plant, construction, engineering and pharmaceuticals in diverse matters such as (de)mergers & acquisitions, transfer pricing, tax optimisation, tax planning and tax audit. Guy is a member of the EU Joint Transfer Pricing Forum, the Tax Policy Group of BusinessEurope, the Tax Committee of the Business and Industry Advisory Committee to the OECD, the Ecofin group of the Luxembourg Industry Federation and the Tax Committee of the American Chamber of Commerce. Guy was a founding member and President of the European Chapter of the Tax Executive Institute (T.E.I.). Guy is also a member of the International Bar Association, a regular speaker at international tax conferences and a regular contributor to various tax magazines. Andreas Wipfler Head of Cluster Tax Support CEE Siemens Andreas is Head of Cluster Tax Support CEE. He leads a team of four tax professionals based in Vienna and is responsible for transfer pricing and VAT issues for Siemens in Central and Eastern Europe. Prior to joining Siemens he worked as Tax Specialist for multinationals in Austria and Belgium. He is specialised in transfer pricing and international tax for more than 14 years. He studied business administration in Austria.