Judith Harger

U.K. Partner

London
Willkie Farr & Gallagher LLP
CityPoint, 1 Ropemaker Street
London EC2Y 9AW
T +44 20 3580 4705
F +44 20 3580 4800
jhargerwillkie.com

Judith Harger is a U.K. partner focusing on corporate and international tax matters. She has many years of experience providing tax advice and planning across a wide range of commercial and financial transactions, including corporate structures for U.K. and international business investments.

Judith has significant experience in advising on the tax aspects of corporate acquisitions and disposals, both public and private; private equity investments; cross-border tax planning; domestic and international joint ventures/partnerships; fund formation; reorganisations and demergers; transfer-pricing planning and challenges; property developments and investments; capital market issues; structured finance; project finance; value added tax; tax disputes; and share incentive plans and other employee benefits.

Over the course of her career, Judith’s work has been recognized  by numerous publications and ranking authorities. Most recently, she was named an Expert by Who’s Who Legal in the area of Corporate Tax (2015), Women in Business Law (EuroMoney plc) in the area of Tax (2015) and by London Super Lawyers –2014. Acquisition International Magazine named her the "Most Respected Tax Team Within a Law Firm in the UK" (2014), and Chambers Europe – 2012 ranked Judith among the leading individuals practicing in the area of Tax in the United Kingdom.

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Highlights

Judith Harger is a U.K. partner focusing on corporate and international tax matters. She has many years of experience providing tax advice and planning across a wide range of commercial and financial transactions, including corporate structures for U.K. and international business investments.

Selected Significant Matters

Judith advised on the tax aspects of the following matters:**

Cross-Border Tax Planning

  • Assured Guaranty, Ltd., on its migration of tax residency to the United Kingdom (2013)
  • Lancashire Insurance Group, on its redomiciliation from Bermuda to the United Kingdom with effect from 1 January 2012 (2011/12)
  • Redomiciliation of the Kiln Group, from the United Kingdom to Bermuda, by way of the formation of a new Bermudian group holding company pursuant to a scheme of arrangement and the associated establishment of a new Bermudian insurer (2007/8)
  • A Canadian headquartered international mining group, on a group reorganisation
  • An international insurance group, on the proposed establishment of a societas europaea to carry on its E.U. business (2010)
  • An international insurance group, on the proposed establishment of a European economic interest grouping (EEIG) to access the VAT cost- sharing exemption for intra-EU group cross-border supplies of services (2010)
  • The ultimate beneficial owner of a major Kazakh retail/manufacturing/property investment group, on a restructuring of the international holding structure (2011/12)

Mergers and Acquisitions

  • Lancashire Holdings Limited, on its £266 million acquisition of the Cathedral Lloyd’s insurance group, and related equity placing (2013)
  • Area Property Partners, a leading real estate management firm, investing across North America, Europe and India, on its acquisition by Ares Management (2013)
  • Colonial Group International Ltd, on its sale of a majority stake in Lloyd’s broker, Paul Napier Ltd (2012)
  • MetLife/American Life Insurance Company (ALICO), on the sale of part of its U.K. branch business (with total assets of £1.6 billion) to Admin Re, Swiss Re’s business unit for acquiring blocks of in-force life and health insurance business (2011)
  • Tawa plc on its acquisition of the Chiltington Group, provider of consultancy and outsource services to the international (re) insurance industry (2011)
  • Riverbed Technology on its acquisition of Zeus Technology, a U.K. company that delivers high-performance software-based load balancing and traffic-management solutions for virtual and cloud environments (2011)
  • EnCore Oil plc, the London AIM listed oil and gas exploration and development company, on its recommended £221 million takeover by Premier Oil plc by way of a court scheme of arrangement (2011/12)
  • Opera Software ASA, listed on the Oslo stock exchange, on the acquisition of 4th Screen, a London based mobile advertising European business (2012)

Funds/Private Equity

  • US registered funds, on UK stamp duty implications of a reorganisation (2014)
  • Non-UK fund management group, on obtaining UK “reporting fund” status (2013)
  • Private equity fund, on its investment in a UK power station (2013)
  • Non EU-fund manager, on obtaining “reporting fund” status for UK tax purposes (2013)
  • Private equity fund consortium, on a proposed acquisition of a Lloyd’s managing agency and syndicate (aborted just before signing) (2012)
  • The sponsor, on the structuring of a private equity fund to invest in the Russian and CIS healthcare market
  • US pension fund, on structuring a co-investment in a portfolio of U.K. distressed debt
  • The sponsor, on the structuring of an international life settlement fund
  • Private equity fund, on various secondary market acquisitions of fund portfolios
  • The sponsor, on  the structuring and establishment of a new European real estate sale/lease- back fund

Insurance

  • Nephila, on the establishment of its Lloyd’s syndicate and entry into the Lloyd’s market (2013)
  • UK insurance carrier, on the drafting of their standard form W&I tax liability policy (2013)
  • A London listed insurance company on its offer, on behalf of its Lloyd’s corporate member subsidiary, to acquire Lloyd’s syndicate capacity in exchange for cash or listed shares
  • Structuring an entry into the U.K. insurance market (both Lloyd’s and non Lloyd’s) by various listed and private equity-backed international groups
  • The scope of the EU VAT exemption for various insurance transactions, including the provision of insurance intermediary services, portfolio transfers, novations and life settlement transactions
  • The establishment of various “sidecars”
  • Numerous issues of catastrophe bonds

Insolvency and restructuring

  • Impala, as lead member of a syndicate of new investors in the European book manufacturing CPI Group (2013)
  • The management team, on their equity incentives in the context of the restructuring of an insolvent private equity-backed business in the hospitality sector (2011)
  • A real estate fund, on the structuring of a purchase of $1 billion U.K. property assets held through a highly leveraged corporate group (2012)

Tax disputes

  • The insurer in respect of insurance cover for UK tax risks (2013)
  • A U.K. paying agent in respect of stamp duty reserve tax repayment determinations threatened by HMRC in relation to transactions wrongly flagged in CREST
  • A U.K. investment fund manager in respect of late-filed Fleming overpaid output VAT repayment claims and associated contractual liabilities
  • A credit card issuer, in respect of disputed tax treatment of expenses under the loan relationships tax regime (2006/7)
Employee share plans and remuneration
  • The extension of various U.S. employee share plans to U.K. and other European employees
  • The taxation of share options and restricted share awards for internationally mobile employees
  • The establishment of a bonus sacrifice restricted share award plan
  • Private equity fund “carried interest” and management “ratchet share” arrangements
  • The interaction of U.K. PAYE employer tax liabilities, the U.K. tax status of non-U.K. incorporated companies and U.K. corporation tax transfer pricing rules, in the context of intra-group cross border recharges, supplies of services and staff secondments
  • The personal income tax, social security contribution and PAYE implications of business trips to the U.K. by non-U.K. resident employees

Selected Publications and Lectures

  • Contributing author to “Oil and Gas M&A” published by Globe Law and Business – Tax chapter (July 2014)
  • “What Are the Tax Reasons Favouring the United Kingdom as a Holding Company Location for International Groups?”, Law Firm Client Alert (May 2014)
  • “Latest Developments Regarding the Proposed European Financial Transaction Tax”, Law Firm Client Alert (May 2014)
  • “UK Government Announces New Legislation – Solvency II Compliant Insurance Hybrid Debt – UK Tax Treatment”, Law Firm Client Alert (March 2014)
  • "The New Controlled Foreign Companies Regime Makes the United Kingdom a More Attractive Holding Company Location for International Insurance Groups", Law Firm Client Alert (January 2013)
  • "United Kingdom Employment Income Tax Changes may Affect International Groups", Law Firm Client Alert (November 2012)
  • "New Risk of United Kingdom Withholding Tax on Interest on Intra-Group Loans", Law Firm Client Alert (June 2012)
  • "Fundamental Reform of the United Kingdom Controlled Foreign Company Regime Marks Progress towards the United Kingdom becoming a Competitive Location for International Holding Companies in the Insurance Industry", Law Firm Client Alert (December 2011)
  • "Taxation of Capital Gains in Kazakhstan – an Update on the Position from 1 January 2012", Tax Analysts Worldwide Tax Daily (November 2011), (co-author)
  • "Prospective UK – Swiss Tax Deal. How will this work where the EU Savings Directive has failed?", Tax Planning International Review (November 2010), (co-author)
  • "Investing into Brazil – a UK Tax Perspective", chapter contributed to Favorable Tax Jurisdictions and Privileged Tax Regimes, published by Mattos Filho (July 2010), (co-author)
  • "UK-VAT Victory for Insurance Introductory Service Providers", Practical European Tax Strategies (July 2010), (co-author)
  • "UK Redomiciliations – What is the Risk of a Successful HMRC Residence Challenge?", Eurowatch (January 2010)
  • "The UK – A More Competitive Location for Holding Companies", Tax Planning International European Tax Service (October 2009)
  • "UK Corporation Tax – The Wordwide Debt Cap – A Fair Price for Participation?", Practical European Tax Strategies (May 2009), (co-author)
  • "Onshore Insurance Linked Securities", UK chapter contributed to International Tax Review Capital Markets Tax Year Book (June 2009), (co-author)

 

*Willkie Farr & Gallagher (UK) LLP is a limited liability partnership formed under the laws of the State of Delaware, USA and is authorised and regulated by the Solicitors Regulation Authority with registration number 565650.

** Some matters advised on at a former firm

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