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Tax Aspects of Acquisitions in Russia How can Due Diligence help?

Tax Aspects of Acquisitions in Russia How can Due Diligence help?. American Chamber of Commerce Tax Conference – Oct. 23, 2009 Maxim Grishin, FCCA Senior Audit Manager Alinga Consulting Group. Contents. Tax Due Diligence: Risks and Opportunities Onshore taxation:

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Tax Aspects of Acquisitions in Russia How can Due Diligence help?

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  1. Tax Aspects of Acquisitions in Russia How can Due Diligence help? American Chamber of Commerce Tax Conference – Oct. 23, 2009 Maxim Grishin, FCCA Senior Audit Manager Alinga Consulting Group

  2. Contents Tax Due Diligence: Risks and Opportunities Onshore taxation: “Asset deal” vs. “Share deal” Post acquisition: Tax deductibility of Goodwill

  3. Onshore mergers and acquisitions • Offshore deals • Corporate legislature • Disclosure • Onshore deals • Gaining popularity • Transparency

  4. Tax Due Diligence - risks Tax risks • Cash - Revenues and Costs • Social taxes – SPE • Relationship with a tax guy

  5. Tax Due Diligence - opportunities Underutilization of Tax benefits Traditions Conservative Tax cushion

  6. Tax risks- mitigation Ways to mitigate Declare and pay Initiate a tax audit Do an asset deal

  7. Asset or share Comparison table Asset deal = buy a property complex, Civil Code

  8. Tax Deductibility of Goodwill Assessment and deductibility Goodwill = excess of payment over the Net Assets of the property complex

  9. Taxes and deals

  10. Conclusion On shore deals - More expensive - Transparent - Less risk

  11. Alinga Consulting Group Audit & Taxation Department Chet Bowling Managing Partner Maxim Grishin, FCCA Senior Audit Manager - IFRS Galina Klimenko Senior Audit Manager - RAS www.acg.ru

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