Crowe Horwath Italy Tax-Legal Firm Presentation

Profile: Studio Associato Servizi Professionali Integrati

Last update: April 2012

The Firm

Crowe Horwath - Studio Associato Servizi Professionali Integrati is a leading Italian professional services firm offering legal, tax andlabour law consultancy.

With more than 130 professionals and offices in Milan, Rome, Turin and Venice, the Firm offers high-level professional consultancy,integrating varied professional experience with sector specialisations, in the following areas:

■ Corporate Taxes;

■ Cross-Border Tax;

■ VAT and Customs;

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■ Transfer Pricing;

■ Tax Litigations;

■ Legal and Corporate Affairs;

■ Labour Law and Consultancy.

The Firm is a member of Crowe Horwath International - one of the top 10 global networks - and a privileged partnerof FIS-Antex group, which provides Human Resource and Finance & Administration services in outsourcing.

Crowe Horwath - Studio Associato Servizi Professionali Integrati collaborates with a number of leading professional figures, alsothrough an important partnership with the team of labour law experts coordinated by Prof. Tiziano Treu and Prof. Angelo Pandolfo.

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Crowe Horwath International, one of the top 10 global accounting firms, is an international Network with 167 independent accountingand advisory services firms, 650 offices and more than 28,000 professionals and staff in 109 countries around the world.

Crowe Horwath International's member firms are committed to impeccable quality service, highly integrated service delivery processesand a common set of core values that guide our decisions daily.

Each firm is well-established as a leader in its domestic market and, thanks to the in-depth knowledge of local laws and customs of itsprofessionals, supports clients undertaking new ventures or expanding into other countries.

Membership of Crowe Horwath International

Value added services

The Firm's strategy is to focus on the highest-standard specialisations in the different areas of law, whilst maintaining aninterdisciplinary spirit of teamwork amongst its professionals. This approach enables us to provide clients with timely responsesaimed at resolving specific problems.

In addition to ordinary professional activities, our Firm provides a series of distinctive services free of charge. These include:

■ Workshops – seminars on legislative changes and subjects of interest to companies

■ Periodic newsletters commenting on changes in labour, tax, company law

■ In-depth analyses of specific subjects

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■ Access to Antexnews, a labour law website.

Other value added services include:

■ Specialised training courses for the company’s management

■ Ad hoc training courses for companies on specific subjects.

Crowe Horwath - Studio Associato Servizi Professionali Integrati has an internal research department (Centro Studi) dedicated toensuring:

■ that the firm’s professionals are constantly updated

■ that the technical solutions proposed are reasonable

■ continuity in relations with institutional entities.

Finance and Insurance

Energy and Utilities

ICT and Services

Transportation and logistic

Some major clients

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Finance and Insurance

Conglomerate and Industrial Sector

Consultancy

■ Ordinary current taxation

■ IAS/IFRS taxation

■ Tax burden estimates, also for reporting purposes

■ Analysis of internal tax procedures and compliance with existing legislation

■ Cross-border taxation

■ Tax optimisation in supply chain restructuring projects

■ Tax planning and optimisation for national and international companies and groups

SASPI specialisations

VAT and Customs

Corporate taxes

Tax Litigation

Transfer Pricing

Cross-Border Tax

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■ Assistance with extraordinary operations (M&A, restructurings, etc...)

■ Taxation of financial instruments and transactions

■ Organisation of family assets (‘family holdings’) and real estate

■ Taxation of non-profit organisations

■ Expatriate taxation

■ Tax due diligence - tax audit

Compliance

■ Definition of tax debt, also for reporting purposes

■ Preparation and drafting of annual financial statements

■ Annual tax returns

Tax Litigation

Legal and corporate affairs

Labour law and consultancy

Inbound – Foreign investors in Italy

■ Tax advice and alerts on Italian tax developments and news

■ Tax feasibility studies and tax review of financial models

■ Investment structuring (eg, legal forms, PE risk analysis, funding of the investment)

■ Tax due diligence on Italian entities, with a specific focus on international tax issues

■ Cash-flow optimization through the analysis and recovery of potential double taxation on,amongst others, royalties, interest and dividends

■ Italian entity conversion further to change of business models: eg, commissionaire, limited riskdistributor, toll and contract manufacturer, delocalization (unilateral and multilateral APA, new


Cross-Border Tax

Tax Litigation

Transfer Pricing

VAT and Customs

Corporate taxes

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distributor, toll and contract manufacturer, delocalization (unilateral and multilateral APA, newagreements, PE issues, transfer of assets)

■ Advice and assistance on black-list costs (rulings, agreements and support documentationanalysis)

■ Analysis of foreign tax regimes

■ Investment structuring based on the group business model (legal form, PE risk analysis, funding,relationships with other group entities)

■ Analysis of PE risks

■ Group tax cash-flow optimization through the analysis of double tax treaties and EU law andrecovery of potential double taxation on, amongst others, royalties, interest and dividends

■ CFC and black-list issues management

■ Coordination of network and other tax services related to foreign group companies and branches

■ Tax alerts on foreign tax developments and news

Tax Litigation



Outbund – Italian investments abroad

Consultancy

■ Planning VAT and Customs flows

■ Maximising VAT deductions

■ Minimising customs costs

■ Analysing the implications of organisational models and contracts

■ Analysing the customs, tax and commercial policy implications of international exchanges

■ Examining the eligibility rules applicable to VAT and customs relief regimes and procedures

■ Assistance in preparing applications and documents to be sent to VAT and customs authorities


Tax Litigation

Corporate taxes

VAT and Customs

Transfer Pricing

Cross-Border Tax

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■ Due diligence for both VAT and customs purposes

Compliance

■ Direct VAT registrations and VAT representations

■ Domestic and foreign VAT refunds

■ Energy sector compliance

■ Registration tax compliance

Tax Litigation



Consultancy

■ Analysis of the supply chains of multinational groups and the related economic relationships toensure correct intragroup transfer pricing policies

■ Assistance in structuring transfer pricing policies for new business initiatives, changes to thesupply chains within groups for acquisitions or restructurings, also to optimise the overall taxburden of supply chain restructuring projects

■ Evaluation of the effects of changes in transfer pricing policies and their impact on existingproceedings

■ Assistance and advice on unilateral agreements with the tax authorities (APA)


Tax Litigation

Transfer Pricing

Corporate taxes

VAT and Customs

Cross-Border Tax

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■ Assistance and advice on unilateral agreements with the tax authorities (APA)

■ Assistance and advice on drawing up adequate I/C contracts to support pricing policies

Documentation services

■ Assistance in preparing the ‘Master File’ and ‘Country File’ in line with OECD directives, theEuropean Union Code of Conduct and domestic legislation and procedures

■ Economic analysis, search for comparables using leading databases and verification that theprices applied are appropriate

■ Verification of existing documents and assistance in preparing documentation for the Italiancompanies of multinational groups

■ Verification of the adequacy of existing documentation in the event of a tax inspection or litigation

Tax Litigation



Tax litigation

■ Tax rulings

■ Agreements between the taxpayer and the Tax Office

■ Judicial conciliation

■ Tax disputes

■ Assistance in criminal tax proceedings

■ Release from seizure

■ Administrative judgements on tax issues


Tax Litigation

Transfer Pricing

Corporate taxes

VAT and Customs

Cross-Border Tax

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■ Tax refunds

■ Risk/opportunity assessments on pending proceedings

■ Customs VAT and duties

■ Business income and related taxes

■ Transfer pricing - Permanent Establishments - Taxation of cross-border transactions

■ Avoidance operations

■ Local taxes; other indirect taxes

Areas of reference

Tax Litigation



Consultancy

■ Company bylaws and shareholder agreements

■ Powers of attorney, contracts with directors

■ Responsibilities of directors/internal bodies

■ Company restructuring and reorganisation

■ M&A

■ Due diligence

■ Outsourcing of company secretarial activities


Tax Litigation

Transfer Pricing

Corporate taxes

VAT and Customs

Cross-Border Tax

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Compliance

■ Legislative Decree 231/01

■ Privacy

■ Anti-money laundering regulations

■ Relations with supervisory authorities

■ Health and safety in the workplace



Contracts

■ Purchase and sale, agency, distribution, appointments, brokerage, transport

■ Lease, rental, loans for use

■ Guarantees, suretyships, procurement, establishment of joint ventures

■ Atypical and intra-group contracts

■ General contract conditions


Antitrust / Consumer rightsTax Litigation

Transfer Pricing

Corporate taxes

VAT and Customs

Cross-Border Tax

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■ National and Community notifications

■ Cartels, monopolies and State aid

■ Consumer Code

■ National and Community litigation

■ Misleading advertising

Litigation and Arbitration

■ Civil litigation

■ Bankruptcy and insolvency procedures

■ Conciliation, mediation

■ Arbitration and out-of-court resolution of disputes

■ Debt collection



Labour

■ Company restructurings

■ Organisational structures and process analyses

■ Management of industrial relations and relations with trade unions

■ Organisational, compliance and corporate governance models and legal safety profiles

■ Pay policy and company objectives

■ Company dynamics and labour

■ Social responsibility and codes of ethics


Tax Litigation

Transfer Pricing

Corporate taxes

VAT and Customs

Cross-Border Tax

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Labour market and professional training

■ Technical and legal assistance to local institutions, public and private employment agencies

■ Public employment office (ordinary, disabled, non-EU)

■ Operator accreditation (criteria and assistance)

■ Bilateral entities: legal assistance (bylaws, financing, relations with institutions and the EU)

■ Inter-professional sources: consultancy, training plans

■ Redundancy funds (CIG and mobilità): assistance and relations with the Ministry and local entities

European and cross-border employment relationships

■ Analysis of contracts, secondments, transfers: labour law and social security aspects

■ Legal assistance in managing expatriates

■ Community employment law




Trade union relations

■ Assistance in relations with trade unions and public entities

■ Renewal and drafting of collective contracts

■ Contractual standardization

Pensions

■ Compulsory pensions

■ Supplementary pensionsTax Litigation

Transfer Pricing

Corporate taxes

VAT and Customs

Cross-Border Tax

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■ Supplementary pensions

■ Company welfare plans

■ Basic pension systems, special funds

■ Contributions, performance, combination of pension contributions over time

■ Pension funds, analysis and drafting of articles of association, operating rules, adjustment ofexisting funds

■ Supplementary health funds

■ Social responsibility: feasibility studies, processing and project assistance

Labour litigation

■ Labour law litigation

■ Assistance both out of court and through all stages of court proceedings, including the Court ofCassation

■ Council of State, European Court of Justice

■ Mapping and completion of prior litigation

■ Out of court resolutions (conciliations, arbitration) and assistance in court



Our main offices and contacts

Milan

Via della Moscova, 320121 MilanPhone +39 02.80673.1Fax +39 02.89010836

Rome

Largo Chigi, 500187 RomePhone +39 06.697757.1Fax +39 06.69775720

Turin

C.so V. Emanuele II, 7110128 TurinPhone +39 011.50940.1

Venice

Viale Ancona, 2630172 VenicePhone +39 041.290571.1

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Phone +39 011.50940.1Fax +39 011.5094020

Phone +39 041.290571.1Fax +39 041.2905770

E-mail: [email protected]: www.crowehorwath.it