Conference programme

• Future of Pillar 2 and a side-by-side system
• The future of Pillar 1 and digital services taxes
• Sections 891, 896 and 899 retaliatory taxation dynamics - is this the future of international tax policy?
• The EU Strikes Backs [another science fiction saga?]: EU state aid rules, Anti-Tax Avoidance Directive (ATAD) Directives, transfer pricing, joint tax audits on US groups
• Taxing US multinationals: perspectives from jurisdictions disappointed by the final Base Erosion Profit Shifting (BEPS) 2.0 outcome
• Withholding tax as a proxy for trade tariffs in Asia
• Currency fluctuations and USD-linked tax planning
• Re-emergence of tax competition across jurisdictions
• Impacts of tariffs on global tax
• Have tariffs succeeded in forcing manufacturing to move to the U.S
• Implications of One Big Beautiful Bill Act (OBBBA) for controlled foreign corporation (CFC) attribution, base erosion and anti-abuse tax (BEAT), Foreign-Derived Intangible Income (FDII), and global intangible low-taxed income (GILTI)
• Tax deregulation in the US and its impact on international tax

• Responding to global tax reform
• Reputational risk in light of increased transparency
• Tariffs and the interaction of the tax and trade departments
• The increased importance of substance in tax planning
• Building relationships with regulators under scrutiny
• Tax insurance as a strategic tool

This panel will look at current hot tax topics in the lifecycle of a non-bank financing from inception to termination, including

• Initial lending
  • Regulatory constraints on lending and different tax treatments of direct lending funds whether EU regulated, sovereign or pension or otherwise
  • Structuring to enhance double tax treaty access

• During the term of the financing
  • Beneficial ownership analysis developments
  • Secondary trading

• Repayment/termination issues arising in relation to distressed financings - restructuring and enforcement issues

Taking the example of the evolution of real estate securitisation transactions in Italy, the panel will start from looking at the trading of NPL and the treatment of the real estate securities and navigate some recent cross border transactions involving the securitisation of real estate assets. Including a discussion on vehicles and beneficial ownership.

1. Entity classification and cross-border inconsistencies

• Classification mismatches across jurisdictions
• Impact of Pillar Two on fund structures and holding companies

2. Private Debt / direct Lending

• Treaty access, beneficial ownership, and tax residency considerations
• U.S. trade or business (USTB) exposure and management attribution risks

3. Structuring and operational challenges

• Substance requirements for holding and platform companies
• Cross-border management company structuring: PE risk, profit allocation, remote work
• Continuation funds, NAV loans, and GP-led restructurings, “ETF-isation” of private funds and the retailisation of alternatives

• Trends in real estate around the globe
• Real Estate Transfer Tax (RETT) mechanics and share deal planning in Austria/Germany
• Anti-abuse screening for real estate vehicles (including real estate provisions in bilateral treaties)
• Permanent establishment (PE) and delegation risk
• Sector spotlight: datacenters

• IP structure redesign after minimum tax rules
• Hybrid mismatches and Development, Enhancement, Maintenance, Protection, and Exploitation (DEMPE) in licensing strategies
• Treaty override on software and services withholding
• Taxation of intangibles-driven value and gains
• Disclosure burdens and tax planning consequences
• Sourcing intangible property by Research and Experimentation (R&E) personnel costs and activities

• Carve-outs, debt hive-ups and internal and external debt restructurings
• Cancellation of debt income recognition and shareholder loan traps
• Worthless and impaired stock and debt considerations
• Insolvency strategies and liability management
• Jurisdictional restructuring regimes and potential treaty relief
• Tax insurance in distressed transactions
• Other cross border issues (e.g. CFC, PE investor, tax attribute, transfer tax, and inversion considerations)

• Debt push down possibilities and constraints
• Recapitalisation measures
• Leveraged transactions / structuring with debt
• Cross border migrations and foreign (triangular) mergers
• Pricing of deals / valuation issues and trends

• Indirect transfer of shares
• Limitation on Benefits (LOB), Personal Property Tax (PPT) and domestic anti-abuse provisions
• Pillar 2 and M&A
• Non-resident indirect capital gains taxes
• Defensive tax measures
• Use and misuse of tax insurance and indemnities

• Beyond M&A: insuring withholding, VAT, transfer pricing and real estate transfer tax risks
• Insurance-linked structures in capital planning
• Claims, exclusions, premium sizing and jurisdictional evolution
• UK, USA, Spain: mature insurance markets; Italy emerging
• Client strategies for using tax insurance as deal protectors
• Broker and underwriter engagement: building tax certainty
• Case studies in active claims and coverage resolutions
• Underwriting tax structuring with dispute anticipation

• Treaty abuse, override, and general anti-avoidance rule case comparisons
• Litigation shaping private equity risk and employee mobility
• Dividend stripping litigation across Europe
• Beneficial ownership and treaty access disputes