Alliance Law Firm Tax Practice Profile

INTRODUCTION

Alliance Law Firm is a commercial law firm with a strong foundation in tax advisory, litigation, transfer pricing, and audit/dispute resolution services that are insightful, creative and designed to protect each client’s business interests. We understand that the current trend of global transparency and exchange of information amongst tax authorities in the world requires that successful businesses seek out the assistance of well-informed tax advisers who understand their businesses and are ready to provide responsive and pragmatic advice that will meet their needs and at the same time comply with tax laws.

Our tax lawyers are renowned for precise and commercially informed advice on all applicable tax laws, international tax treaties, double taxation agreements, multi-lateral instruments, OECD guidelines, etc. Our team ensures that the needs of our clients are met and that the provisions of relevant tax laws are complied with. Our clients benefit from a comprehensive suite of services involving domestic and international/cross-border tax advisory, tax planning, transfer pricing, transaction tax management, operational model optimisation, tax compliance, tax audit/investigation support, and tax dispute resolution. Also, we are frequently engaged to represent our clients in discussions and negotiations with both Federal and State tax authorities. Alliance Law Firm is ranked amongst the top-performing tax firms in the world in the ITR World Tax 2024 Firm Rankings.

We work with our clients to provide efficient, commercial and solution-based advice. Our expertise and relationship with the government enable us to work seamlessly with the Federal Inland Revenue Service (FIRS) and different States’ Internal Revenue Service. When settlement of a tax dispute fails at the level of the relevant tax authority, our dedicated tax litigators take up the matter to protect the interests of our clients. Our team has successfully assisted clients doing business in Nigeria and globally with resolving issues arising from turnover assessment, excess dividend tax assessment, group business restructuring, tax planning, transfer pricing documentation, tax due diligence, obtaining administrative tax amnesty/ruling, operational model optimisation, Mergers, Acquisitions, Divestitures, etc.

A.    TAX SERVICE EXPERIENCE

• Represented a Client at the Tax Appeal Tribunal (TAT) Enugu in respect of a NGN400 Million Tax liability claim by the FIRS.
• Represented an indigenous E & P Company in respect of its tax liabilities claim on the Petroleum Profit Tax Assessment issued by the FIRS.
• Provided tax advisory guidance in respect of a Directional Drilling/ Measurement While Drilling/ Logging While Drilling SERVICES Contract.
• Provided Legal/Tax advisory in a US$640M financing transaction to an E & P Company on diverse strategies and impacts of corporate tax avoidance on the price and non-price terms of its loans.
• Provided tax advisory services with respect to engineering, procurement and construction contracts for the construction of an export pipeline from Kolo Creek Gas to Soku Gas Plant project.
• Advised an indigenous E & P Company on tax-saving options available to it in the US$470 million upsized to US$720 million secured reserve-based lending from a syndicate of foreign and local Banks.
• Provided tax advisory services as transaction solicitors in a transaction that entails the acquisition of majority shares and existing loan accounts, valued at NGN 22 Billion, in a public company quoted on the Nigerian Exchange.
• Provided tax advisory services in relation to the launch of an investment fund, Global Access Fund IV LP (“GAF IV”) in Nigeria by WaterEquity.
• Reviewed Offshore Drilling contracts on behalf of Emadeb Energy Services Limited from a tax and regulatory compliance perspective.
• Provided transaction tax and tax advisory services in relation to the NGN188 Billion and NGN112.4 Billion bonds issued for the purpose of part-financing capital cost items for Dangote Oil Refinery.
• Working with KPMG, ALF successfully defended an E&P entity in a $101m tax rebuttal matter with the FIRS and EFCC.
• Working with KPMG, ALF successfully defended a construction Company in a multimillion Naira VAT claim from the FIRS over a major infrastructure project in the South East Nigeria.
• Advised on the tax aspect of a major business restructuring arrangements involving a global Energy Conglomerate in Nigeria and spin off of some of its affiliates and related entities.
• Advised on tax aspect of setting up foreign Holdcos as part of a business restructuring arrangements and impact on the affairs of a multinational Telco.
• Routinely advised on several aspects of Sales Tax and VAT, for multinationals and group entities.
• Provided transaction tax and tax advisory services in relation to the Funding and Technical Service Arrangements (“FTSA”) executed by Neconde and its OML JV partners to take over certain roles and responsibilities under a Joint Operating Agreement and to provide the required funding for the project.
• Provided tax advisory services to AMCON on the acquisition of NGN 75 Billion worth of eligible bank assets relating to NATCOM Development & Investment Limited and the most appropriate structure to adopt in the debt restructuring and business reorganisation of NATCOM Development & Investment Limited.
• Provided tax dispute resolution services arising from VAT and stamp duties assessment issued by the FIRS with respect to the NGN585 Million acquisition of 45% participating interest sold by 3 major IOCs to an indigenous E & P Company.
• Represented United Capital Plc in a tax litigation challenging the decision, assessment and directives of the FIRS before the Federal High Court and the Court of Appeal.
• Provided tax advisory services and issued a Tax Advisory Report in relation to US tax planning considerations of eTranzact International Plc.

B.    TAX SERVICE EXPERIENCE OF KEY MEMBERS OF THE ALLIANCE LAW FIRM TAX TEAM

• Represented an upstream exploration and production company at the TAT in resolving a tax dispute arising from a capital gains tax assessment issued by the FIRS with respect to the assignment of interest in an OML.
• Represented a major upstream oil and gas company in resolving a dispute pertaining to the rate of Petroleum Investment Allowance (PIA) claimable on the Escravos Gas-to-Liquids Project (EGTL) and the Escravos Gas Project Phase 3 (EGP3) projects.
• Represented a major upstream oil and gas company in resolving a dispute pertaining to the determination of the fiscal value of crude oil based on the interpretation of section 9 of the Petroleum Profits Tax Act, a modified carry agreement signed by the parties and other executed agreements.
• Provided tax due diligence services on the acquisition of Afam and Afam Fast power-generating by a major business consortium in Nigeria.
• Assisted Transcorp Plc with tax advisory services for group business reorganisation and provided implementation support thereafter.
• Assisted United Capital Plc with tax advisory services for group business reorganization.
• Assisted a downstream oil and gas company in resolving a tax dispute arising from an Excess Dividend Tax Assessment issued by the FIRS.
• Negotiated settlement on behalf of a non-resident holding company, engaged in the business of processing visa applications, with respect to an assessment issued by the FIRS on a turnover basis.
• Represented an upstream oil and gas company in a tax dispute with the Federal Inland Revenue Service on the issue of tax deductibility of gas flaring penalties.
• Reviewed existing business structures of a leading manufacturing company to improve operational efficiencies and optimize tax planning. The company was provided with options on offshore re-organization, the tax and regulatory considerations in other relevant jurisdictions and legally available tax planning tools.
• Provided a major financial technology company operating in Nigeria and across Africa with headquarters in Delaware, United States of America, with operational model optimization services and advisory services on several tax and legal issues.
• Assisted holding companies in Nigeria with obtaining the requisite approval from FIRS pursuant to Section 29 of the Companies Income Tax Act.
• Assisted the Managing Director of a real estate investment company with estate planning and private client services.
• Provided holding companies in Nigeria with operational model optimization services and advisory services on several tax and legal issues.
• Provided tax advisory services to a leading financial advisory and asset management company with respect to the merger of two of its subsidiaries and identified potential tax exposures. The tax assets to be transferred to the enlarged entity were also quantified and analysed.
• Assisted a holding company with obtaining a ruling on exemption from excess dividend tax rule from the Federal Inland Revenue Service.
• Assisted a leading manufacturing firm in Nigeria with processing an application for exemption from the commencement and cessation rule pursuant to Section 29 of the Companies Income Tax Act.
• Provided tax advisory service and implementation support on an EPC Contract executed in Nigeria in relation to the construction of dual brand Lagos Airport Hotel.
• Provided tax due diligence services to an upstream oil and gas company on the acquisition of a Jetty and other heavy-duty equipment in Nigeria.
• Provided tax advisory services and tax dispute resolution support for a leading manufacturing company with respect to a tax audit carried out by the Federal Inland Revenue Service (FIRS).
• Represented an indigenous oil and gas company in a tax dispute with the Federal Inland Revenue Service on excess dividend tax assessment raised by the FIRS on the company.