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)

• 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

• 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