Michael Fluss

• 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.

• 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).

• 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.