News (#5 May 2018)

Biznews

Technologies

Declaration on establishing European Blockchain Partnership signed

Twenty two European countries have signed the Declaration on the establishmentof the
European Blockchain Partnership.
The partnership will become a means of cooperation between member states to exchange experience and expertise in technical and regulatory fields and to prepare for the launch of large-scale EU applications within a single market for the benefit of both the public and private sectors.

Blockchain technology has already been successfully tested, mostly in financial services, and will become more operational and integrated into an increasing number of digital services, such as regulatory reporting, energy and logistics in coming years. The decentralized and cooperative nature of blockchain and its applications enables the use of the digital single market to its fullest from the very beginning.

List of signatory states of the Declaration: Austria, Belgium, Bulgaria, Czech Republic, Estonia, Finland, France, Germany, Ireland, Latvia, Lithuania, Luxembourg, Malta, Netherlands, Norway, Poland, Portugal, Slovakia, Slovenia, the United Kingdom.

Visa Policy

Ukraine started issuing electronic visas for citizens of 46 countries

The Consular Service of the Ministry of Foreign Affairs of Ukraine has begun on-line registration of electronic visas for entry into Ukraine for the purposes of business or tourism.

To apply for an electronic visa, a person should do the following: fill out an on-line application form at evisa.mfa.gov.ua, download scanned copies of the required documents, pay on-line by bank card (MasterCard orVisa payment systems) and print out the electronic visa received via e-mail.

The visa processing time is up to nine business days and the fee is USD 65. The validity period is up to 30 days (single entry visa).

The e-visa is a completely new project for Ukraine, which is being implemented in Ukraine for the first time to update procedures in the visa sphere. The list of countries, which citizens may apply for e-visas, is available on the website of the Ministry of Foreign Affairs.

M&A

CMS European M&A Study

CMS has published the tenth edition of its annual European M&A Study 2018, which analyses 3,650 of its private M&A transactions and compares the CMS deals of 2017 against its deals from 2010-2016.

The European M&A market remained buoyant throughout 2017. This surprising trend appeared against the backdrop of political uncertainty, including national elections in France, Germany, UK and the Netherlands. Driven by solid European economic data, the total value of deals climbed in Europe to USD 929.3 billion, a rise of 4% on 2016. Structural changes arising from President Trumps America First policy and Brexit, along with a strong Eurozone performance, continue to attract foreign investors particularly from the US and Asia. Deal data for 2018 suggests activity levels have continued where 2017 left off, indicating another productive M&A year to come.

According to the study, there were changes in risk allocation in 2017 compared to 2016. The position of sellers in 2017 was strengthened thanks to more deals with locked boxes, W&I insurance and lower liability caps.

Boom in W&I

The 2017 European deal landscape paved the way for warranty and indemnity insurance (W&I insurance) to boom, leading to a ten-year high. A total of 14% of all European deals used W&I insurance in 2017, compared to 9% of deals in 2016. This was especially prevalent in deals valued above EUR 100 million.

The sector with the highest proportion of deals using W&I insurance was Real Estate and Construction, where 42% of deals included the structure. The incidence was lower in other sectors in 2017, including Consumer Products (9%), TMC (9%), Hotel and Leisure (7%), Energy (7%), Infrastructure (4%), Industry (7%) and Business (other services) (15%). The study revealed that the increase in W&I insurance has historically been driven by private equity activity, with a steady increase in large buy-out deals.

Increased use of locked boxes

The use of locked boxes continued to increase, with data showing this structure featured in 25% of all deals across Europe in 2017 compared to 23% in 2016. The study highlights that the larger the transaction the more likely that locked boxes were used, where the deal did not include price purchase agreements (PPA). The highest percentage of locked boxes was seen in deals larger than EUR 100 billion, which did not include PPA (88%). Comparatively, locked boxes were used in only 39% of deals of up to EUR 25 million in value without PPA provisions. There was also a marked rise in the use of locked boxes in UK and German-speaking countries from 2016 to 2017, from 40% of deals to 51% in the UK and from 38% of deals to 49% in German-speaking countries.

Decrease in liability caps

Liability caps, which appeared to have stabilised in 2016, decreased, with 60% of 2017 deals now having a liability cap of less than half the purchase price. The use of liability caps below 10% of the purchase price in 2017 stood at 21% of deals compared to 14% in 2016, with these lower liability caps particularly prevalent in deals to the tune of more than EUR 100 million. This demonstrates an increase in the negotiating powers of sellers, with the rise of W&I insurance being one of the main reasons for the lower liability caps.

Regional differences

The study revealed core differences in mechanisms within Europe. For instance, an earn-out element applies in 21% of transactions across Europe but it is much higher in Benelux, Southern Europe and German-speaking countries with percentages of 30%, 33% and 28%, respectively. Meanwhile, the percentage of deals applying an earn-out is much lower in CEE (15%), France (8%) and the UK (15%).

Transfer Pricing

Statements on transfer pricing filed

Almost 3,000 taxpayers annually account for controlled transactions performed. According to the State Fiscal Service of Ukraine (SFS), they submitted 2,700 statements to the tune of
UAH 2.470 billion in 2016.

As of 28 February 2018, four reporting periods regarding transfer pricing are completed. The largest number of taxpayers performing controlled transactions was registered with the Large Taxpayers Office 40% (at the same time, the amount of transactions performed by these companies makes up 92% of the total volume).

The largest controlled transactions by volume are banking transactions 57%, goods 31% and financial services 6%. The main countries, with which residents controlled transactions are performed (except for banking transactions), are Cyprus (27%), Russia (18%), Switzerland (15%) and the UAE (12%).

For four reporting periods, more than 600 facts of violation of requirements as to the timeliness and completeness of controlled transactions declaration by payers were established. Penalties totaling UAH 160.8 million were imposed on the offending persons, 55% of which was paid to the state budget.

At the same time, many companies do not wait for the start of inspections and introduce an independent adjustment of transfer prices and increase their tax obligations.

Thus, in 2013-2016, 430 enterprises voluntarily increased their taxable income or reduced losses on transactions by more than UAH 4.7 billion. As a rule, this happens upon receipt of a request to provide documentation on transfer pricing from the SFS.

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