International Business Structuring for Entrepreneurial Ventures

Investec - Spring 2023 Conference

Thu 11 May

The IBSA has pleasure inviting you to attend the IBSA 2023 Conference on Thursday 11 May, where we'll be exploring four case studies dealing with the following issues: intellectual property considerations; growth finance and private equity funding; insolvency and restructuring arrangements; licensing agreements; exit strategies on sale of businesses; changes in tax residence; employment incentives for key staff; US, UK, EU and Asian international tax issues.

 

Additionally, we will be joined by a  special guest speaker, an inventor and entrepreneur who has successfully founded and run a range of tech companies.  He will give a short presentation on the future of AI and ChatGPT and the possible fragmentation of the internet.  He has been and is heavily involved in AI and has used ChatGPT since its inception. He will argue that the new AI systems herald a global revolution and will discuss how ChatGPT-4 onwards will have a significant impact on all businesses - this may prove as important as the industrial revolution!

 

 

READ THE CASE STUDIES

 

VIEW THE SESSION SLIDES

 

 

Our panel of international speakers will engage delegates in discussions on their particular topic, similar to the highly acclaimed meetings held by the IBSA branches globally throughout the year.

 

The conference fee is £750 plus VAT reduced to £400 plus VAT for IBSA members.  

 

This conference is a must for entrepreneurs who may be involved in some of the issues discussed, as well as professional advisers engaged in the field of media law, real estate, insolvency and restructuring, employment law, corporate finance, international tax and the provision of corporate services. A certificate of attendance will be available providing 6 hours towards your professional development.
 

Programme

08:30

Registration

Roy Saunders

Founder and Chairman, IBSA

09:00

Chairman’s Introduction to the Conference

09:15

Case Study 1 - Literary, Entertainment and Media

The case study will examine the various intellectual property rights of Jan, the production company, the scriptwriter, the musical composer and of course the streaming network. A litigation lawyer will consider the merits of the claim made by ‘het Krant’ and the process of mediating the resolution of the claim, as well as the reputational concerns for Jan. An entertainment lawyer will consider the terms on which Jan should negotiate the six-part series with the streaming network and also the terms on which his shares in the production company may be acquired, bearing in mind the possibility of a second or even third series being contemplated.  International tax advisers will consider the benefits to Jan of creating the production company, and then consider Jan’s tax residence options in conjunction with the terms of his exit deal.

 

Roy Saunders

Founder and Chairman, IBSA

Jose Aguilar Shea

Partner, Squire Patton Boggs

Matteo Rapinesi

Senior Partner, LAWP

Alex Watt

Partner, Howard Kennedy

Mark Stephens CBE

Partner, Howard Kennedy

Kashif Syed

Associate, Beck Greener

10:45

Refreshment Break

11:15

Case Study 2 - Insolvency and Restructuring

The case study will explore the ways in which failing businesses can be restructured and new companies emerge with the brand, staff, restaurant business and property portfolio.  The presenters will look at tax issues in respect of the restructuring, including transfer pricing issues as assets get transferred, and the role of directors of failing companies. International lawyers will consider the licensing and franchise agreements that the restructured companies can enter into, whilst employment specialists will consider staff incentives, such as share option schemes as well as management buy-outs. Finally, business advisers will consider the earn out proposals for Jan in regards to the offer by the lower-end restaurant chain.

 

Vernon Dennis

Partner, Howard Kennedy

Ben Bidnell

Principal, Shipleys LLP

Leigh Sayliss

Partner, Memery Crystal

Neil Lancaster

Private Client Tax, Blick Rothenberg

Giorgio Vagnoni

Partner at LAWP

12:45

Networking Lunch

14:00

Case Study 3 - Multinational Group Acquisition

The case study will consider the general international tax issues relevant for the group arising from recent EU and OECD developments, and specifically the US tax issues on acquisition by the US multi-national. International tax specialists will review the optimum holding company jurisdictions for the various territories where the enlarged Khana Group is present, and will consider IP regimes and research and development grants available in various countries. They will consider the corporate tax burden, beneficial ownership provisions for the application of double tax treaty arrangements, the principal purpose test and the intercompany agreements that will need to be put in place, justifying licence fees payable within the group and other transfer pricing issues that may be relevant.  

 

Kelly Ricketts

Senior Tax Manager, EY Frank Hirth

Jose Aguilar Shea

Partner, Squire Patton Boggs

Walter Andreoni

Partner, Mercanti e Associati

Philip Baker KC, OBE

Field Court Tax Chambers

15:30

Refreshment Break

16:00

The Future of AI and ChatGPT and Possible Fragmentation of the Internet

We are delighted to bring to you a short presentation by an inventor and entrepreneur who has successfully founded and run a range of tech companies. He has been and is heavily involved in AI and has used ChatGPT since its inception. He will argue that the new AI systems herald a global revolution and will discuss how  ChatGPT-4 onwards will have a significant impact on all industries and may lead to a fragmentation of the internet as we know it.  He will also talk about his experience with the British attitude to risk and the responsibilities of the banking system.  Don’t miss the chance to hear from a leading expert.

16:15

Case Study 4 - Growth Funding for App Development

The case study will examine the IP protection for the App and the contractual arrangements that will need to be entered into.  The seed finance by Jan will be considered, as well as initial growth finance and relevant valuation proscriptions, followed by reviewing Shop Ahoy’s second and third stage financing potential.  The sponsorship and marketing opportunities will be explored, along with the relevance of the digital services tax applicable to the contractual arrangements and digital sales. Lastly, the potential for private equity investment and exit strategies for Pieter will be discussed.

 

Catherine Jewell

Partner, Beck Greener

Philip Baker KC, OBE

Field Court Tax Chambers

Evgeny Protasenko

Managing Partner, Tidal Wave Ltd

Neil Lancaster

Private Client Tax, Blick Rothenberg

17:45

Close of Conference

18:00

Networking Barbecue on the Roof Terrace

Speakers

Roy Saunders
Roy Saunders
Founder and Chairman, IBSA
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Roy Saunders

Founder and Chairman, IBSA

Since qualifying as a Chartered Accountant in 1967, Roy Saunders has accumulated a wealth of commercial experience working independently in commercial property, international tax, advertising and other industries. He is the Chairman of IFS, a boutique international tax practice based in central London. Academically, he is known throughout the world for his many books and publications, the foremost being his red book, International Tax Systems & Planning Techniques published by Sweet & Maxwell. Roy has also taught an MA Course on International Taxation at the Institute of Advanced Legal Studies at the University of London.

Roy is very proud of the fascinating client base of entrepreneurial individuals that he has built up at IFS. He feels strongly about the role that ethical tax structuring plays in the growth of an economy, and that this needs to be better understood by the public at large. Roy founded the IBSA to enable business professionals around the world to discover new business relationships and promote best practice by creating sustainable business structures compliant with international transparency, corporate governance and social responsibility.

Jose Aguilar Shea
Jose Aguilar Shea
Partner, Squire Patton Boggs
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Jose Aguilar Shea

Partner, Squire Patton Boggs

Jose Aguilar Shea is a partner of the Tax Strategy & Benefits department in our Madrid office. He has broad experience as a tax lawyer with particular expertise in the international tax practice including investment planning, reorganizations and joint ventures and commercial transactions.


Through secondments in Lisbon and Sao Paulo, Jose has been able to acquire an in-depth knowledge of the Brazilian tax and legal system.


Jose lectures in the international tax master’s program of Centro de Estudios Financieros in Madrid and is a regular speaker at various international legal forums and conferences.

Matteo Rapinesi
Matteo Rapinesi
Senior Partner, LAWP
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Matteo Rapinesi

Senior Partner, LAWP

Matteo Rapinesi is a Partner at LAWP.  His practice mainly focuses on international tax law. He has extensive experience in mergers and acquisitions, joint-ventures, corporate finance transaction as well as in estate and succession planning. He is also involved in real estate transactions.

Author of publications on commercial and tax law, Matteo is the co-author of the Italian chapter of the volume International Tax Systems and Planning Techniques published by Sweet & Maxwell.

Lecturer at the postgraduate Master courses in Taxation and Business Law organized by Il Sole 24 Ore Business School.

Matteo is also a member to the scientific committee for the Scuola di Alta Formazione delle Tre Venezie.

Alex Watt
Alex Watt
Partner, Howard Kennedy
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Alex Watt

Partner, Howard Kennedy

Alex Watt is an experienced intellectual property lawyer who specialises in commercial transactions that have intellectual property, often brands and their growth, at their heart.  Alex is a Partner whose practice tends to involve commercial legal work in IP-centric businesses, such as licensing, gaming, egaming, franchising and publishing. He is also known for his work within the art world, within which he advises galleries, auction houses and the artists themselves.

He has a deep knowledge of advertising and marketing and he leads the firm's advertising & marketing practice, providing advice to both agencies and brands directly.  Recently such work has included increasing amounts of affiliate marketing and work a lot of work with influencers, and influencer agencies – as well as promotional advice, drafting ISBA compliant agency agreements, production agreements, sponsorship agreements, and advice more generally on ASA complaints and compliance.

Mark Stephens CBE
Mark Stephens CBE
Partner, Howard Kennedy
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Mark Stephens CBE

Partner, Howard Kennedy

Specialising in international, appellate and complex litigation,  Mark Stephens has undertaken some of the highest profile cases in the country and abroad.

Mark is a solicitor with an expertise in constitutional, human rights, IP, media and regulatory work, defamation, privacy, media, art and cultural property, data protection and freedom of information, trusts litigation, intellectual property and international arbitration disputes.  He has created a niche in international comparative media law and regulation. He acts in judicial reviews, Privy Council cases- Ultimate Appeal Court for parts of the Commonwealth, as well as, regulatory cases and inquiries.

Mark practices before every level of court in England and Wales and also abroad before international tribunals and courts. He is also a Privy Council agent regularly working with a range of overseas lawyers. Mark is a qualified mediator.

Kashif Syed
Kashif Syed
Associate, Beck Greener
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Kashif Syed

Associate, Beck Greener

Kashif is an experienced trade mark attorney with a number of years of post-qualification practice. He is also a qualified Higher Courts Trade Mark Litigator with enhanced rights of audience before the UK courts. Kashif works with clients ranging from well-known multinationals through to SMEs, operating in a variety of sectors.

Kashif advises on all aspects of trade mark law, including the filing and prosecution of trade mark applications through to registration. He also regularly handles contentious proceedings before intellectual property offices, such as opposition, revocation and invalidity actions, as well as advising and representing clients in infringement matters and the enforcement of trade mark rights before the UK courts. Kashif also has a growing practice in the fields of copyright and designs.

Vernon Dennis
Vernon Dennis
Partner, Howard Kennedy
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Vernon Dennis

Partner, Howard Kennedy

A highly experienced specialist in business transformation, Vernon has over 25 years’ experience designing and implementing financial recovery and restructuring plans for business clients and is Head of the Business Recovery and Reconstruction group at Howard Kennedy.  

Leading our specialist group of experts he utilises the full resources available from within the firm, whether tax, employment, banking or real estate to provide pragmatic and commercially driven solutions for clients. And where applicable, he works in collaboration with leading industry experts.

Known for his technical expertise, but for making the complex, simple, Vernon advises insolvency practitioners, creditors, and debtors on a wide range of corporate recovery, reconstruction, and business rescue issues, both domestically and cross-border. He specialises in strategic and advisory support for company boards when planning programmes of business turnaround, restructuring, or transformation.

He has extensive experience in retail and restaurant distress, property portfolio restructuring, and cases known for their technical complexity.

Vernon is a Fellow of R3 (The Association of Business Recovery Professionals). A regular lecturer and commentator on insolvency, he is author of The New Law of Insolvency (2003), Insolvency Law Handbook (1st Ed 2005; 2nd Ed 2007 and 3rd Ed 2013), Administration (2010), Liquidation (2011), and Bankruptcy (2012). These have all been published by The Law Society.

2021 sees the fourth edition of his Insolvency Law Handbook published by The Law Society. This step-by-step guide carefully explains each of the main insolvency processes, highlighting the key decisions to be made, the options available and the potential pitfalls. The handbook continues to act as an essential asset for professionals called upon to advise debtors faced with personal or corporate insolvency, or their creditors.

If you would like to purchase the book, please visit The Law Society Bookshop.

Ben Bidnell
Ben Bidnell
Principal, Shipleys LLP
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Ben Bidnell

Principal, Shipleys LLP

Ben looks after the audit and accounting requirements of fast growing entrepreneurial businesses, which often need to draw on his corporate finance experience to move forward effectively. His expertise in this area includes financial and commercial due diligence, both for business owners contemplating an acquisition and lenders looking at a borrowing request, debt finance and restructuring and advising on the process of floating on markets such as AIM and Plus.

Leigh Sayliss
Leigh Sayliss
Partner, Memery Crystal
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Leigh Sayliss

Partner, Memery Crystal

Kelly Ricketts
Kelly Ricketts
Senior Tax Manager, EY Frank Hirth
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Kelly Ricketts

Senior Tax Manager, EY Frank Hirth

Kelly joined EY Frank Hirth in 2007, and has a depth of experience in both US and UK taxation providing a wide range of advisory, and business and personal tax compliance services. Many of her clients are entrepreneurs with Owner Managed Businesses and she has extensive experience in providing business tax advice to overseas companies, partnerships and individuals wishing to operate and reside within the UK. Kelly additionally works closely with companies and key individuals outside of both the UK and US, developing and reviewing transfer pricing and branch profit attribution policies.

Walter Andreoni
Walter Andreoni
Partner, Mercanti e Associati
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Walter Andreoni

Partner, Mercanti e Associati

Walter Andreoni joined the Studio as a partner in 2017 and deals with all areas of tax law, including in particular corporation taxation, international taxation, transfer prices and Community VAT.

After completing his degree in Economics at the University of Turin, Walter specializes in attending Master's (LL.M.) International Tax Law at the University of Leiden, Netherlands and has worked for several years with Studio Maisto e Associati.

He is a lecturer in primary post-university specialization courses on international taxation issues, author of tax publications and rapporteur at national and international conferences.

Philip Baker KC, OBE
Philip Baker KC, OBE
Field Court Tax Chambers
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Philip Baker KC, OBE

Field Court Tax Chambers

Philip Baker KC joined Chambers in 1987, having been a full-time lecturer in law at London University from 1979 until then. He has maintained some links with academia, and is now a Senior Visiting Fellow at the Institute of Advanced Legal Studies, University of London.  He took silk in 2002.

He specialises primarily in international aspects of taxation, which covers both corporate and private client matters. He has a particular interest in taxation and the European Convention on Human Rights, and is the author of a book on Double Taxation Conventions.  He has appeared in cases before courts and tribunals at virtually every level from the Special Commissioners (now the Tax Tribunal) to the House of Lords, Privy Council and European Court of Justice.

He is a former member of the Council of the Chartered Institute of Taxation, and remains a member of several committees of the CIOT and of the International Tax Sub-Committee of the Law Society.  He is a member of the UK Committee of the International Fiscal Association and a member of the Permanent Scientific Committee of IFA.

He is married with twin sons and a younger daughter.  His children are now too old for bedtime stories, but his ambition is to get home each night in time to prise them away from various screens and get them to bed.
In 1997 he was awarded an OBE for work with Chinese political refugees in the UK.

Catherine Jewell
Catherine Jewell
Partner, Beck Greener
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Catherine Jewell

Partner, Beck Greener

Catherine Jewell is a Partner at Beck Greener LLP and provides patent-related services in the chemical field, from initial advice on patentability, to drafting and filing applications and their prosecution, including opposition and appeals. She has a particular interest in the new unitary patent system which is expected to come into force in Europe in 2017.

She is also a Chartered and European Trade Mark Attorney and has advised on a variety of issues in relation to the use and registration of marks, from clearance searches and pre-filing advice, through to opposition and invalidity/revocation actions.

The majority of her experience relates to European patent and trade mark applications, but she has also handled global portfolios covering countries such as the US, China, Korea, Japan and Canada.

Catherine worked in solid-state and materials chemistry before joining the IP profession, concentrating on the synthesis of inorganic materials and manipulation of their structure and properties.

Evgeny Protasenko
Evgeny Protasenko
Managing Partner, Tidal Wave Ltd
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Evgeny Protasenko

Managing Partner, Tidal Wave Ltd

Evgeny has a BS in Applied Physics and Maths, MS in CS.  He switched to finance and spent 10 years in international M&A before getting back to tech in 2018.

He co-founded HPC Hub (rocketcompute.com), moved to SF and got admitted to Alchemist Accelerator Class XXI (the
top accelerator in Silicon Valley for b2b startups).  In parallel, he's advised other startups on matters of global strategy, relocation to the US, and fundraising strategy, which led to the founding of Tidal Wave, an investment syndicate focussed on early-stage startups.

In 3 years, Tidal Wave has invested in 11 companies ~$6.2m (incl. HyPoint, xRobotics, Abagy, GPU Audio, gauss.money, primeclass.io, etc).

In 09/2022 he exited his first investment, HyPoint (took a CFO role for 6 months to manage the deal).  Since then, he has focused on raising our first fund, focussed on early-stage deep tech. Fund’s main focus: Energy transition, Robotics & Real-life AI, Biomanufacturing & Agritech.

Neil Lancaster
Neil Lancaster
Private Client Tax, Blick Rothenberg
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Neil Lancaster

Private Client Tax, Blick Rothenberg

Neil works with primarily with Entrepreneurs and High net worth individuals in relation to the personal tax affairs, those of their businesses and other structures often providing solutions to complex tax and commercial problems.

 

Giorgio Vagnoni
Giorgio Vagnoni
Partner at LAWP
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Giorgio Vagnoni

Partner at LAWP

Giorgio's practice mainly focuses on commercial contracts and corporate law. He gained extensive experience in the sale and purchase of membership interests, joint ventures and corporate finance transactions, both domestic and cross-border. His areas of expertise also include the protection of personal assets and family businesses.
 

Lecturer at Master Courses on Tax Law organized by the Business School of Il Sole 24 Ore. He is also a speaker in training seminars and professional classes on commercial law.
 

He holds a Master degree in Business Law from LUISS G. Carli and a LL.M. in International Business Law from Queen Mary University of London.  Admitted to the Milan Bar Association.

Sponsors

Investec
Investec

Whether you are an individual, a business, or an intermediary acting for clients, Investec’s aim is to create and manage your wealth.  Investec provides Private Banking, Corporate and Investment Banking and Wealth & Investment services for every stage of your journey. 

As an Investec client, you can be proud to work with an organisation with cast-iron integrity. It’s a fundamental part of their culture and values to contribute to society, and their extensive community support reflects this.

Praxis
Praxis

Praxis are a highly experienced, forward thinking, owner-managed group, delivering a range of independent professional financial services to private individuals, families and international corporate clients.  They have a refreshing approach to achieving the most effective solutions for their clients: close, personal service guiding an open and collaborative ideas-driven process. A unique way of building trust in their range of services.

Howard Kennedy
Howard Kennedy

Howard Kennedy are a London based, full-service law firm, specialising in providing straightforward advice to entrepreneurial businesses and individuals on domestic and international matters.  With over 150 lawyers in one location, they'll dedicate the right team for you to help get from where you are to where you want to be.

Working with them, you’ll have people behind you who are easy to work with. People who want to get to know you and your business. They'll take the stress out of difficult situations. Whenever you need them, they'll be there; advising, completing transactions and resolving disputes.

Mercanti e Associati
Mercanti e Associati

Mercanti e Associati law firm was founded in Verona in 1974 with the aim of creating a modern professional structure that anticipated the evolution of professional realities in the legal field by enclosing, even then synergistically, legal and tax practises.
 

Inspired by leading professionals of the Verona scene who have recognized in the lawyer Giuseppe Mercanti a natural and authoritative guide, the firm immediately distinguished itself by becoming a point of reference for illustrious names in Italian industries in various sectors: industrial, food and wine, banking and insurance.

Beck Greener LLP
Beck Greener LLP

Beck Greener is a European firm of patent attorneys, trade mark attorneys, design attorneys and intellectual property (IP) litigators.  The firm has offices in London and Spain, and continues to provide a full range of services relating to both UK and European Union Trade Marks and Designs post-Brexit.  They are proud to be one of the oldest IP firms in the world, helping to protect inventions, trade marks, designs, copyright and other IP for over 150 years.  The firm can provide you with advice, information and assistance relating to all aspects of registered and unregistered IP.

EY Private Client Services Limited
EY Private Client Services Limited

Thoughtfully structuring and managing your tax affairs is more important than ever. Working with an advisor who understands the complex range of tax matters impacting your business operations and your personal agenda is paramount.  EY’s Private Client services team helps individuals, families and employers with their personal tax related compliance and advisory needs.

LAWP
LAWP

LAWP have been providing legal assistance in commercial and tax law for over twenty years. Their mixed teams of lawyers and chartered accountants provide qualified advice on corporate and tax matters to both private and corporate clients. 

LAWP's expertise and high-level international relations allow us to manage and support cross border or outbound transactions. Our professionals also participate as speakers in numerous seminars and courses on tax and commercial law.

Shipleys LLP
Shipleys LLP

Shipleys understand that nobody knows your personal affairs or business like you do. So their focus is on getting to know you, your objectives and priorities.  They build close, personal, long-term relationships with clients – to become a trusted adviser you can always turn to for practical advice and solutions. By combining their knowledge of you with their professional expertise, they'll work with you to make it happen, whatever you need.

Memery Crystal
Memery Crystal

Behind every action or statement from Memery Crystal lies a considerable degree of thought.  They've always believed their clients’ opportunities and challenges should benefit from reasoned, informed and decisive deliberation. With thinking that’s intelligent, incisive, and inventive.

They are commercially aware, entrepreneurial in spirit, international in outlook and pragmatic in approach. Founded in 1978, Memery Crystal is now recognised as one of the UK’s leading law firms in their specialist areas, regularly cited in Chambers UK and The Legal 500. In 2021, they joined London Stock Exchange AIM-listed professional services group RBG Holdings plc.

Turnstone
Turnstone

Turnstone has the vision of seeing families succeed over generations – really building a legacy. They’re an international family advisory group which, through their network, is able to advise families worldwide. Some of their network of preferred service providers focus specifically on the United Kingdom, Europe, Botswana, Namibia and South Africa.

The Group offers fiduciary, corporate management and family advisory services to wealthy families, individuals and institutional clients across the globe. Established in 1999, Turnstone utilizes first-class finance, legal and accounting skills to provide bespoke private wealth, trustee, corporate management and related services to clients.

Venue

Investec

 

30 Gresham St

London 

EC2V 7QN

 

 

t:  44 (0)20 7597 4000

w: www.investec.com

 

Whether you are an individual, a business, or an intermediary acting for clients, Investec’s aim is to create and manage your wealth. Investec provides Private Banking, Corporate and Investment Banking and Wealth & Investment services for every stage of your journey.



 

Key Contacts

Lucie Saunders
44 (0)7958 244 910
lucie.saunders@theibsa.org
Chief Operating Officer

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