Littérature scientifique sur le sujet « Intercompany agreements »

This paper analyses the reasons for the Canadian International Trade Tribunal's decision in Jockey Canada Company v. President of Canada Border Services Agency respecting Canadian customs valuation compliance in related party cross-border transactions. It offers practical insights into the precautions that should be taken by multinational companies when structuring import transactions in order to satisfy their evidentiary burden to prove the accuracy of declared values for duty, including the maintenance of probative supporting documentary evidence and the need for customs valuation oriented contemporaneous documentation such as granular transfer pricing studies and agreements between related parties that discretely cover intercompany payments. The application of the transaction value method when pricing is based on a formulaic transfer pricing policy is also examined.

The affirmation of resolution through arbitration of commercial disputes in the field of contract law, both at national levels (as an undisputable trend of varying degrees) as well as at the international level, has raised the issue of the possibility of resolving intercompany disputes in this manner, in order to extend the freedom of will of investors from the domain of establishing companies to include the domain of the freedom of choice of a forum for resolving possible disputes arising from numerous legal relations of this kind. However, unlike contracts, with the primacy of free will compared to limitations (the relation of rules and exceptions), the sphere of intercompany relations, although basically contractual by its origin, has, in its functioning, an emphasized need to resolve the conflict of contract and company law in order to make the arbitrability of these disputes realistically possible, while on the other hand, compared to the contract law, the sphere of company law is always more in the focus of attention of national public orders, as a universal institute (regardless of its scope), which represents an obstacle to arbitrability of these disputes. In this paper, the author first analyses the legal nature of the constituent acts of companies (the founding act and statute of a joint stock company) in the context of an arbitration agreement, on which the arbitrability of intercompany disputes can solely be based, finding that their contractual nature is a serious obstacle to mandatory arbitrations of these disputes (if these acts with this clause are adopted by majority of votes), and that the theory of adhesion contracts could be a solution to encourage arbitrability, but only for closed type of companies, while this would not be possible in the case of a public joint stock company, especially in the case of non-professional shareholders because of the need to additionally protect them through consumer law. The author continues by analysing the notion of intercompany disputes and systems of possible objective arbitrability (ratione materiae) of these disputes, finding that the Serbian arbitration law and company law, especially with regard to the possible restrictive concept of „exclusive jurisdiction of commercial courts“ for these disputes, has at least serious reasons for changes in favour of strengthening their arbitrability, with certain necessary individual exclusions in case of the dominance of public order interest. Finally, the author also analyses certain aspects of multiparty nature of the intercompany disputes, especially regarding public joint stock companies, as possible procedural obstacles to their resolution through arbitration, even in cases of their possibly undisputable objective arbitrability.

ABSTRACT This case is based on an actual inventory accounting dilemma for a fish processing company located in Washington State. Rex Seafood, Incorporated (Rex) and its wholly owned subsidiary, Juneau Supply Company, purchase, process, and sell fish to restaurants and other retail outlets in the state of Washington and surrounding inland states. Rex has an agreement with Condor Enterprises to transport fish purchased from Juneau Supply in Alaska to Rex's facility in Washington for processing. The central issue of the case involves appropriate accounting and reporting for intercompany sales: How should the sales of inventory from Juneau Supply to Condor and the purchases by Rex from Condor be recorded and reported? Using the FASB Accounting Standards Codification, students must determine whether Rex's arrangement with Condor is a product financing arrangement, whether the purchases and sales of inventory should be considered a single exchange transaction, and whether the events should be considered intercompany transactions. In addition, students are asked to consider recording and disclosure implications of recommended solutions. This case is suitable for use in undergraduate Intermediate and graduate Financial Accounting classes.

Intercompany transactions account for more than 60% of global trade value. In this article, one can easily understand that the concept of transfer pricing is a major issue in the determination of customs valuation. However, the relationship between transfer pricing and customs valuation is not easy to grasp. Basically, there is two different approaches of transfer pricing, the first one adopted by tax agencies, based on the OECD Transfer Pricing Guidelines and the second adopted by customs agencies, based on the WTO Customs valuation Agreement (CVA). From the business perspective, the divergence between the two taxation regimes is an obstacle to the liberalization of trade and inhibits international development for companies. On another hand, the International Chamber of Commerce (ICC) strongly believes that the WTO CVA and the use of OECD guidelines are enough to settle the issue of customs valuation and transfer pricing. However, ICC specifies that tax and customs approaches of intercompany transactions should converge to the same value. In this goal, ICC published a policy statement in 2012, which has been integrated in the WCO guidelines. This statement, based on the harmonization of the current rules, contains several additional options to derive customs value. Also we can regret that the Union Customs Code (UCC) does not contain any evolution from a transfer pricing perspective but contains some negatives changes regarding custom valuation. Also, the opportunity of the WCO Free Trade Agreement (FTA) should be taken to move forward on this issue.

Transfer pricing, from documentation to audit, can be complicated and costly. Despite the release of transfer pricing regulations and increased scrutiny over intercompany dealings, the revenue authorities and taxpayers still disagree over various aspects of transfer pricing documentation. This situation necessitated the creation of various transfer pricing dispute resolution and dispute prevention mechanisms in jurisdictions across the globe. The Organization for Economic Cooperation and Development (OECD) has set the global standards on the mechanisms for transfer pricing dispute resolution/prevention and how they should apply. These transfer pricing dispute prevention mechanisms seek to avoid the costly and complicated process that is associated with transfer pricing audit while the transfer pricing dispute resolution mechanisms seek to resolve transfer pricing disputes in the most efficient manner. Accordingly, this article seeks to assess the transfer pricing dispute resolution/prevention framework in Nigeria against the global standards for resolving and preventing transfer pricing disputes. Transfer pricing, safe harbour, advanced pricing arrangement, mutual agreement procedure, dispute resolution, dispute prevention

Intercompany transactions represent nowadays more than 60% of the total market. Businesses dealing with cross-border trade need to comply with the Transfer Pricing (TP) rules for income tax purposes and are obliged to reconcile transfer pricing adjustment with customs value. Such a reconciliation under the traditional customs approach is really burdensome. Just recently, World Customs Organization (WCO) took note of this issue and invited all customs authorities to apply the International Chamber of Commerce (ICC) solutions to ease the customs relation and speed the international trade. The modern approach implies to integrate the TP documentation with a customs dedicated section, establish a transparent discussion with the customs offices and finalize an agreement. It will be the best way to set an effective TP/customs procedure, in any country impacted by the application of the TP policy, to apply the best reconciliation mitigating the administrative costs and neutralizing any risk of sanction in the global marketplace.

Abstract. Ozone measurements from ozonesondes, AROTAL, DIAL, and POAM III instruments during the SOLVE-2/VINTERSOL period are composited in a time-varying, flow-following quasi-conservative (PV-θ) coordinate space; the resulting composites from each instrument are mapped onto the other instruments' locations and times. The mapped data are then used to intercompare data from the different instruments. Overall, the four ozone data sets are found to be in good agreement. AROTAL shows somewhat lower values below 16 km, and DIAL has a positive bias at the upper limits of its altitude range. These intercomparisons are consistent with those obtained from more conventional near-coincident profiles, where available. Although the PV-θ mapping technique entails larger uncertainties of individual profile differences compared to direct near-coincident comparisons, the ability to include much larger numbers of comparisons can make this technique advantageous.

Abstract. Ozone measurements from ozonesondes, AROTAL, DIAL, and POAM III instruments during the SOLVE-2/VINTERSOL period are composited in a time-varying, flow-following quasi-conservative (PV-θ) coordinate space; the resulting composites from each instrument are mapped onto the other instruments' locations and times. The mapped data are then used to intercompare data from the different instruments. Overall, the four ozone data sets are found to be in good agreement. AROTAL shows somewhat lower values below 16 km, and DIAL has a positive bias at the upper limits of its altitude range. These intercomparisons are consistent with those obtained from more conventional near-coincident profiles, where available. Although the PV-θ mapping technique entails larger uncertainties of individual profile differences compared to direct near-coincident comparisons, the ability to include much larger numbers of comparisons can make this technique advantageous.

L'aptitude d'une société à participer à l'acquisition de contrôle avec effet de levier de ses titres sociaux, constitue un sujet aux incidences juridiques et financières pluridimensionnelles. Cette participation suppose un aménagement préalable. Le processus allant de la sélection à l'acquisition de la cible conduit les parties à l'exécution du contrat d'acquisition. Le levier juridico-financier suppose de respecter la dissociation entre le pouvoir de direction et la détention capitalistique de la cible. L'objectif pour les acquéreurs financiers est d'organiser la participation de la cible post-acquisition au service de la dette d'acquisition de sa nouvelle société mère, la holding de reprise. Une appréciation duale de la cible s'opère, sur ses capacités financières et sur son appartenance au groupe de sociétés constitué à l'effet de son acquisition.Bien que ces méthodes de participation post-acquisition comportent des risques inhérents, celles-ci sont l'objet d'une pratique prisée et sophistiquée par les acquéreurs financiers. En somme, l'accomplissement de la stratégie de participation de la cible au financement de l'acquisition avec effet de levier repose sur un exercice délicat de conciliation entre l'optimisation du montage et la préservation de l'intérêt social de la société acquise, ainsi que du groupe auquel elle s'intègre
The potential for a company to get involved in a Leveraged Buy-Out of its equity is a topic with multidimensional legal and financialimplications. The process, from the selection to the acquisition of the Target company, leads to the parties executing a purchase agreement. The legaland financial leverage requires maintaining a clear distinction between the Target company's leadership and shareholding. The ultimate goal for the financial buyers is to ensure the post-acquisition involvement of the Target company in servicing the acquisition debt of the holding company. A dual assessment of the Target is carried out, focusing on both its financial capabilities and its contribution to the group created for the purpose of its acquisition. Despite these post-acquisition involvement strategies' associated risks, they are favored and sophisticated practices employed by the acquiring private equity funds. In sum, the strategy of achieving the Target's participation in the leveraged acquisition relies on the challenge of optimizing the structure while safeguarding the corporate interest of both the acquired company as well as the group it joins