简报
Compliance with the Anti-Monopoly Act in light of the Introduction of the Invoice System
井本吉俊、堀内健司（共著）
- 反垄断法和反不正当竞争法
- 其他类型的反垄断调查
- 反垄断法和反不正当竞争法咨询
- 税务
- 税务咨询/筹划
Publication
简报
The Supreme Court of Japan decision in the IBM corporate reorganization tax dispute: increased caution required regarding intra-group restructurings
请注意，本简报的目的是提供信息，并非提供法律建议。另外，本简报仅包括根据发行日(制作日)时点的信息，不包括该时点之后的信息。特别是速报可能会与现状的解释或惯例不同，敬请留意。
I. Overview
On February 18, 2016, the Supreme Court of Japan passed down a significant decision in a high-profile tax case involving a Japanese corporate taxpayer within the IBM group. The Supreme Court affirmed the earlier Tokyo High Court judgment which had rejected the Japanese tax authorities’ claims and cancelled the original substantial tax adjustment levied against the taxpayer. Nagashima Ohno & Tsunematsu represented the taxpayer.
The adjustment was levied on certain intra-group sales of shares that took place between IBM Japan entities between 2002 and 2005 in the context of a global corporate reorganization. The case has attracted significant attention given the massive amounts involved: approximately JPY 400 billion of taxable income and a tax amount of around JPY 120 billion.
The Japanese tax authorities invoked the anti-avoidance rules to apply the adjustment: Article 132 of the Corporate Tax Act of Japan which can apply to the conduct of Japanese “family corporations”, provided an “unjustness” requirement is satisfied. A “family corporation” is a Japanese corporation with over 50% of its shares owned by three or less shareholders’ groups. There is no official guidance on the meaning of “unjustness” in the context of such reorganizations and consequently its interpretation was heavily litigated at both first and second instance.
The Supreme Court ultimately brought an end to the dispute by rejecting the tax authorities’ petition for a final appeal filed in response to the Tokyo High Court judgment (which is an equivalent of a petition for a writ of certiorari under US law). The Supreme Court accepted the taxpayer’s arguments and upheld the Tokyo High Court judgment which had cancelled the tax adjustment.
律师等
税务相关著书/论文
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简报
Opening the Door to Using Stock as Consideration in Stock Acquisitions – 2018 Tax Reform and Amendment to the Industrial Competitiveness Enhancement Act –
粟谷翔
- M&A
- M&A/企业重组
- 金融
- 资本市场
- 公司
- 一般企业法务
- 税务
- 税务咨询/筹划
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论文报道
台湾：最近台湾法的制定及修改的动向
（2016年10月）
德地屋圭治
- 公司
- 一般企业法务
- 税务
- 税务咨询/筹划
- 反垄断法和反不正当竞争法
- 反垄断法和反不正当竞争法咨询
-
简报
The Supreme Court of Japan decision in the IBM corporate reorganization tax dispute: increased caution required regarding intra-group restructurings
南繁树
- 税务
- 税务诉讼
- 争议解决
税务诉讼相关著书/论文
争议解决相关著书/论文
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简报
Digitalization of Civil Litigation Procedures in Japan
田岛弘基
- 争议解决
- 民商事诉讼
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简报
Recent Reform of Japan’s Arbitration Act – Enforcement of the Order for Interim Measure and the Settlement Agreement through Mediation –
杉本花织
- 争议解决
- 国际仲裁
- 国际调解
- 跨境争议（诉讼）解决
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简报
Broader Notification Obligations with Respect to Terms and Conditions of Employment
清水美彩惠
- 劳动法
- 劳动法咨询
- 劳动诉讼
- 争议解决
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简报
Amendment to the Arbitration Act
井上聪
- 争议解决
- 国际仲裁
- 民商事诉讼
