Michael is a corporate tax specialist who advises major financial institutions, real estate and retail companies on effective tax structuring. His advice often involves the tax implications of complex UK real estate transactions. Michael regularly assists with Stamp Duty Land Tax (SDLT) and real estate VAT and capital allowances issues, and is also experienced in dealing with property-based securitisations and corporate intra-group asset reorganisations and debt restructurings.
- Property-based securitisations
- Off-balance sheet structures
- Intra-group asset reorganisations and liquidations
- Landlord and tenant
- Property development and financing
- Infrastructure and utilities
- Corporation tax
- Real estate VAT
- Stamp Duty Land Tax (SDLT)
Property Development & Financing
- Advised National Grid on disposal (for over £30m) by way of TOGC to a major developer for the residential development of a major site at Southall and on proposed acquisitions of multiple land interests in connection with a major project.
- Acted on the £100m+ debt restructuring of a major private property investment group.
- Advised the real estate arm of a substantial private bank in relation to tax implications of major internal asset reorganisation/refinancing (including advice on corporate interest restrictions).
- Advised an offshore company on corporate tax implications of acquisition, holding and potential future disposal of a substantial real estate development in London.
- Acted for major US law firms and a major US multinational investment bank and financial services company bank in connection with taking lettings of office space.
- Acted for a landlord on a highly complex £140m City development in relation to preserving for landlord capital allowances on £90m landlord’s contribution.
- Advised a Government agency on the multimillion-pound financing of a residential development by major property developers.
Real Estate VAT, SDLT & Capital Allowance Issues
- Advised Thames Water (ongoing) on the tax implications of Thames Tideway Tunnel Project, focussing on VAT and SDLT.
- Advised Tesco on real estate structured financing and securitisations and numerous transactions relating to its real estate portfolio (including residential), with a particular focus on VAT, SDLT, capital allowances, capital gains and other real estate tax aspects.
- Acted for a major REIT (with a multibillion-pound real estate portfolio) on several high-value transactions, including, in particular, on VAT and SDLT aspects of a major mixed use development major lease regearing and sale of land for a major government infrastructure project.
- Advised (another) major REIT on its high-value portfolio of lettings and discrete large-scale development with particular emphasis on VAT aspects and SDLT.
- Acted for a major UK client over a six-year period on an ongoing HMRC SDLT enquiry (up to £50m).
Residential & Commercial Property
- Acted for a UK charity on VAT aspects of major works undertaken in respect of a newly acquired substantial UK property.
- Acted for numerous high-net-worth individuals on SDLT aspects of residential property acquisitions, including multiple dwellings relief and higher rate charges for acquisitions of additional dwellings and acquisitions of dwellings by non-residents, and acted on claims for SDLT refunds in these areas.
- Advised on VAT and SDLT implications on an acquisition of mixed commercial and residential properties (for just under £20m) by a residential property developer.
- Advised on VAT and SDLT implications on an acquisition of residential properties.
- Advised on tax implications on a commercial property sale.
Advised in relation to:
- tax aspects of consultancy, employment and settlement agreements (including termination payments, tax indemnities, post-employment notice pay, disability pay), from perspective of both employer and employee
- IR, including in relation to client/worker contracts and scope
- share schemes and transfer of employer NICs contributions to employee
Acted on tax aspects of numerous M&A deals, including (in 2020–22):
- Acted for Myzone, the global manufacturer of wearable fitness tracking technology, on tax issues relating to $16.5m equity investment by Business Growth Fund giving Myzone valuation of $102m.
- Acted for a substantial property services company on tax aspects of the reconstruction/demerger of its property trading and property investment business and subsequent multimillion-pound sale of the trading company to a major private equity fund.
- Advised a purchaser on direct and indirect tax issues relevant to the acquisition of a substantial property holding company for the purposes of major mixed-use development in Hove of a former car showroom site held by a company for redevelopment following the pre-completion demerger of the site from the motor dealing business of the seller.
- Acted for a US business at the cutting edge of apparel manufacturing in relation to tax aspects of the multimillion-pound acquisition of a multinational group of companies (UK, US, China, Japan, Hong Kong, Korea and Australia) specialising in software development.
- Acted for SmartRecruiters, a global leader in enterprise recruitment software based in San Francisco, on the acquisition of Jobpal Limited, the leading talent acquisition chatbot software.
- Advised a major client on the direct tax implications of the transition to new accounting standards (FRS 102).
- Acted for a major Canada-based rating agency on numerous RMBSs.
Please note: The experience list above may include examples of work completed prior to joining Keystone Law.
Michael qualified as a solicitor in 1997. Prior to joining Keystone Law in 2019, he worked at the following firms:
- Bryan Cave Leighton Paisner
- Allen & Overy