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Richard Miller

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Richard Miller is a partner in the Tax Department and a member of the Private Funds, Private Equity Transactions and Mergers & Acquisitions Groups.

Richard provides advice on a full range of UK and international tax matters. His practice specifically focuses on all aspects of the private fund lifecycle.

Richard acts for private fund asset managers in structuring and raising investments funds, structuring carried interest and coinvestment arrangements, establishment and operation of fund management businesses, M&A and investment activity and finance transactions.

Richard also represents institutional investors in structuring and negotiation their private fund investment activity including primary and secondary investments and bespoke transactions.

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In our previous post published on 6 December 2016 we described the OECD’s BEPS Project in the context of the publishing of the draft Multilateral Convention to Implement Tax Treaty Related Measures to Prevent Base Erosion and Profit Shifting (the “Convention”).

One area that the OECD has itself acknowledged requires further consideration is in relation to BEPS Action 6, the final report on which was published in October 2015, which seeks to prevent access to treaty benefits in inappropriate circumstances (“treaty shopping”).

The final report on Action 6 included various proposals designed to prevent treaty shopping, including the proposed introduction into double tax treaties of:

  • a limitation on benefits (LOB) rule that limits the availability of treaty benefits to entities that meet certain conditions
  • a general anti-abuse rule which looks at the principal purpose of the transactions or arrangements in question (the principal purpose test, or PPT),

with the OECD recommending that as a minimum standard either (i) a PPT, or (ii) a PPT with either a “simplified” or “detailed” LOB provision should be adopted.

The European Commission has expressed a general preference for the PPT rather than the LOB provisions. HMRC have indicated that the UK will not adopt the LOB.