After far-reaching reforms affecting the taxation and administration of employee share plans in recent years, there is a sense of relief that no significant changes are proposed this year.

This results primarily from the Government's decision not to proceed with either of the OTS's proposals to introduce a new "safe-harbour" employee shareholder vehicle or a new concept of "marketable securities" in the employment related securities legislation. The lack of enthusiasm for the two proposals suggests that the current framework provides adequate workarounds for companies, whilst from the Government's perspective, there were major challenges around implementation to prevent abuse. That said, the Government's commitment to keep under review the CGT provisions applying to transfers from EBTs is welcomed. It is disappointing however that the Government appears to have closed the door on reform to the loans to participator rules, which affect many private companies wanting to set up EBTs.

There are some general provisions which business taxpayers will welcome - the consortium relief changes, the new corporate rescue provisions in the loan relationship regime, the implementation of the OTS recommendations for employee benefits, and the extension of entrepreneurs relief to deferred gains - but overall the impression is "anti-avoidance, anti-avoidance, anti-avoidance." Three general thoughts. The specific reliefs (e.g. enhanced capital allowances, children's TV) show the continued political preoccupation with using the tax system to encourage particular business conduct or activities: this is obviously tempting but it is time to reconsider whether it is really desirable. Some of the draft anti-avoidance legislation - the diverted profits tax being the principal example - is very complex and needs ample time for as much expertise as possible to be brought to bear on its possible implications and interaction with existing domestic and international rules. Yet the DPT and no doubt much of the other anti-avoidance provisions are intended for the "pre-election" Finance Bill: which means there will be very little time for this. No wonder so much tax legislation produces unintended consequences which are rarely adequately addressed. Finally, the proposed changes to the Companies Act 2006 to stop stamp taxes avoidance should start alarm bells ringing. If the view is taken that a transaction is used for tax avoidance purposes it is one thing to address or change the tax consequences of that transaction. To prohibit the transaction altogether is going further and in a direction which should not be encouraged.

Whilst the reduction of the Supplementary Charge are a nod to the concerns of the Industry and the consultation on reform of the regime is welcome there is a real concern that this is too little and too late to protect the industry form the impact of a crash in oil prices.

The Autumn Statement clearly drew the battle lines for the next election, and it is interesting to see so many proposals aimed at the "Northern Powerhouse". However, appealing to the electorate at such a base level rarely gives rise to sensible and considered legislation, and the Finance Bill proved that when it was published yesterday.

The diverted profits tax legislation is one of the more knee jerk proposals I have seen. Aside from the EU law and tax treaty issues that may arise (is it akin to a direct tax?), the legislation itself clearly needs work but I sympathise with HMRC and Parliamentary Counsel. It must be very difficult to draft legislation when the underlying policy is so poorly considered. It is also interesting to see that George Osborne has introduced this measure and trumpeted the UK "leading the way" on BEPS, which will naturally cause concern with the OECD who stressed that members taking unilateral action could undermine the process. Meanwhile, the BEPS process itself continues with HMRC publicly consulting on hybrid arrangements.

But a number of sectors have borne the brunt of the Government’s political agenda, with the banks being another obvious example with the restrictions on the use of "financial crisis" tax losses. The residential property sector is also suffering another round of measures targeting at non-UK residents owners but the scope of draft legislation is still unclear, and it will be some weeks before certain funds and institutional investors can be sure that their investments will be unaffected.

We have also seen the next round of draft legislation on the ongoing amendments to the loan relationships and derivative contracts rules. The regime TAAR has been published, with HMRC clearly keen to create a widely drafted, all-encompassing stick with which tax payers can be beaten. The concern again is the continuing trend of legislating by guidance, which may appeal in the short term but will inevitably damage the UK's reputation as a jurisdiction which embraces the concept of the rule of law.

It's difficult to think of the draft clauses for the Finance Bill as an early Christmas present, although the analogy is not entirely unsuitable. Some of the most welcome presents can be found in the draft legislation on loan relationships and derivative contracts, bearing witness to the exemplary consultation of HMRC with the UK tax profession over the past eighteen months in this key area. The new sections 322(5B) and 323A of CTA 2009 are among the highlights, significantly assisting tax planning for genuinely distressed companies looking to restructure their debt burden. Although the new "regime TAAR" proposed in section 455B-D gives little cause for celebration once unwrapped, its arrival has at least been anticipated a long time in advance.

Other baubles in the Chancellor's gift bag include the helpful exemption from withholding tax on qualifying private placements and future plans to introduce a form of income/ bad debt pooling for "peer-to-peer" lending made to individuals. Such measures will spread some seasonal cheer among certain sectors of the UK's financial services market.

And, among any selection of Christmas presents, there's always one you never asked for and dread unwrapping. This year, it's the diverted profits tax ("DPT"). There are numerous technical questions, and concerns, about the legal validity of DPT under both tax treaty jurisprudence and European law. These concerns are unlikely to be allayed simply through the measure of enacting DPT as a separate tax, ostensibly outside the scope of the UK's double taxation treaties. Furthermore, several key legislative terms lack precision: what are the parameters of terms and expressions such as "goods", "services", "customers" and "carrying on an activity in the United Kingdom"? The HMRC technical note on DPT dodges many of the complex issues. Not least of these is how the enactment of DPT will co-exist with any measures which might be taken by the UK, and the wider international community, in response to the OECD's BEPS Project. In this regard, the DPT is not so much a Christmas present; more a lump of New Year coal, perhaps.

The Autumn Statement was predictably very political in tone, but contained much more "meat" that is usual at this stage in a Parliament - particularly in light of the outcome of the General Election being so uncertain.

The "signature" announcement was the wholesale reform of Stamp Duty Land Tax - truly radical and the "Conservative answer to the Mansion Tax" as much as a "crowd pleaser" for those looking to get onto the housing ladder. Rather less welcome is another "crowd pleaser" - namely the Diverted Profits Tax, which could easily end up costing more to collect and enforce than it brings in - and sends a very negative message about the UK being "open for business".

From the point of view of Compliance and Enforcement the "dog that didn’t bark" was the proposed new strict liability offence, which was consulted on in the early autumn - but of which there was no mention. It is now unlikely to be enacted before the General Election - but has it gone away for good? A rare bit of good news on the Compliance and Enforcement front - there will be a consultation on giving HMRC the power to issue a closure notice in relation to a single aspect of an enquiry, notwithstanding that the overall enquiry remains open. The current cumbersome "referral" process has never worked in practice - and as a result, many issues which are clearly never going to be resolved by agreement have been allowed to "stack up" when they could have been resolved by an early tribunal hearing, providing much greater certainty and clarity. Of course, this is only welcome news if the HMRC power is backed by an equivalent right for taxpayers to apply to the Tribunal for a direction that a single aspect might be closed. At last, something aimed at clearing the backlog of enquiries and unresolved disputes - which is close to becoming unmanageable...

Whilst the highly political nature of this pre-Election autumn statement was not at all unexpected, the apparently relentless focus on revenue raising was striking (even allowing for economic circumstances). The banking sector, of course, remains a soft target in political terms - so the "bank loss relief restrictions" were perhaps no great surprise. Equally, there were few votes to be lost by abolishing takeovers by way of cancellation scheme (so as to ensure that all company acquisitions are subject to stamp duty) or by attacking the return of funds to shareholders by way of "B share scheme". However, these two announcements will have taken by surprise those who had drawn comfort from the fact that the practices in question have been prevalent for so long and have indeed received a degree of governmental approval quite recently - cancellation schemes being specifically catered for in this year's relaxation of the "change in company ownership" rules applicable on the insertion of a new holding company and "B share schemes" being categorised in the GAAR Guidance as something "accepted as standard practice by HMRC". As far as the latter are concerned, it seems that deemed distribution treatment will be imposed only where shareholders are offered a choice between a capital and an income receipt.

Meanwhile, back in the arena of politically "acceptable" targets, the new 25 per cent. "diverted profits tax", directed at the multinationals, takes centre stage. The very scope of the charge on "avoidance of a UK taxable presence" (activity designed to ensure no UK permanent establishment, etc.) demonstrates the absurdity, in all but domestic political terms, of the policy decision to take unilateral action in this area in advance of concrete decisions emerging from the BEPS project. First impressions are, quite simply, that the ambit of the new rules is likely to be far wider than necessary to bring the perceived culprits into line. For instance, looking at all six of the examples set out in the Guidance, the reader might be forgiven for assuming – incorrectly - that the draft legislation incorporates a requirement that one of the parties to an offending arrangement must be located in a low or zero tax jurisdiction. Indeed, the fact that one of the main examples features a simple cross-border equipment lease to a UK trading subsidiary which needs the asset for its taxable UK trade (and on terms which may be entirely arm's length) inspires little confidence that this new tax, with its draconian-looking procedures, will hit the right targets.

This was a politically astute Autumn Statement. It pressed a lot of buttons that will be popular amongst the wider public, in particular rebalancing stamp duty land tax and announcing the "Google" tax. Although less widely publicised, preventing the use of cancellation schemes in takeovers and counteracting B share schemes will be felt amongst M&A advisers and participants - and perhaps amongst some of the same members of the wider public, who have historically chosen to receive their investment returns as capital.

The measures are simple to announce, but implementation without unintended consequences may be harder to achieve. Although it is difficult to justify the stamp duty advantage for cancellation schemes on takeovers, is it wise to withdraw cancellation schemes altogether for such transactions rather than fix the stamp duty rules? Time will tell whether the detailed rules for the new "diverted profits tax" overshoot their main target, but does jumping the gun on BEPS risk muddying the Chancellor's message that Britain is open for business? Of course, the real audience for this Autumn Statement is the electorate rather than multinational business, but advisers must hope that HMRC take on board their responses to these measures during consultation on the Finance Bill.

The outcome of the consultation on the imposition of CGT on disposals by non-residents of UK residential property was announced shortly before the Autumn Statement. The Finance Bill provisions include over 10 pages dealing with computation and interaction with the ATED rules which points to an overly complex regime. Investors will scrutinise the exceptions previously announced for funds and for investment in purpose- built student accommodation. The definition of student accommodation looks to be a workable test. The funds exception is more complex. It seeks to take funds that are not closely held companies or are widely marketed open-ended vehicles outside the scope of the rules. The provisions are based on familiar close company, diversity of ownership and institutional investor tests but contain important differences. Corporate joint venture structures in particular will need to be carefully reviewed.

This was a very political Statement, and one theme that clearly emerged was the grabbing of low-hanging fruit pre-election. The diverted profits tax is probably the biggest story - at least for MNEs, who benefitted from a quiet Budget earlier this year. The draft rules give HMRC considerable discretion in calculating the tax due, and are undoubtedly intended to be penal in their application. Presumably the intention is to encourage restructuring of current arrangements (consistent with the relatively low yield forecast), but a commencement date of 1 April 2015 does not leave much time for this. Serious questions do arise about compatibility with the UK's treaty obligations, but these may be largely academic.

On the property side, reform of the SDLT slab system was overdue and will apparently be popular with c.98% of residential taxpayers: presumably the Chancellor will be staying clear of Ms Klass and other celebrity members of the 2%. One side effect of the new system is that acquisitions of property by an "envelope" will now not give rise to so penal a SDLT charge when compared with the ordinary rate on the same acquisition.

Given the introduction of non-resident CGT the retention of ATED-related CGT is disappointing, and has necessitated some complex provisions to reduce double taxation. Non-residents will not have long to settle their tax bills, and one might wonder how HMRC will deal with sellers who decline to pay. Looking forward, it is not hard to imagine that future governments will be tempted to extend non-resident CGT to commercial properties as well, particularly given the popularity of offshore holding structures for inbound investment into UK real estate.

Away from the headlines other points of interest included the blocks on cancellation scheme takeovers and B share schemes, where the surprise is really that these have lasted so long.

The diverted profits tax sees the UK jumping the gun and going it alone before the forthcoming election. The practicality and legality of the proposals are flawed on so many levels but the measures reflect the zeitgeist. It will be very interesting to see how affected groups, and indeed other countries, react to this novel tax. Shutting down the use of cancellation schemes in order to levy stamp duty on takeovers of UK companies (the Companies Act will be amended in due course) may refresh interest in the use of non-UK incorporated companies or, conceivably, more aggressive planning measures. And for those of us who have enjoyed studying the income distribution code over the years there will be disappointment to see the end of B share schemes (although the fact they ever worked seems anomalous). Less surprisingly, tax planning for investment managers also comes under renewed attack, but the capital gains treatment of carry is hopefully safe, at least for the moment. Finally, no Chancellor worth his political salt would leave the banks untouched - how long before carry forward of losses is simply prohibited?

Following the introduction of the new online HMRC registration and reporting procedures for all share plans and the overhaul of the administration of tax-advantaged plans earlier this year, it was no surprise to find that the Autumn Statement 2014 was a quiet one for share scheme practitioners.

Perhaps of greatest interest was the confirmation that the government has decided not to proceed with two proposals made by the Office of Tax Simplification ("OTS") in its review of non tax-advantaged share schemes, namely the proposed new concept of a "marketable security" and the new employee shareholding vehicle.

The OTS itself acknowledged that the marketable security was a radical proposal, which would involve a fundamental change to the taxation of employment-related securities.

The proposed employee shareholding vehicle or safe harbour trust was intended to enable companies to manage their employee share schemes and create a market for employees' shares. Following consultation, including on the proposed tax exemptions, the government will not be taking this proposal further. However, it is hoped that some of the aims of the shareholding vehicle might be achieved through other reforms.

The OTS will need to be content with the fact that a number of its recommendations to simplify the administration of employee benefits and expenses are to be implemented - in particular the abolition of the £8,500 threshold, the introduction of a statutory exemption for trivial benefits in kind and voluntary payrolling of benefits in kind.

Another overtly political performance where the Chancellor is conjuring up some showy tax initiatives to delight an electoral audience. Rather more directed at the pit of public opinion than those in the expensive seats.

Thus the sensible stamp duty reforms at surprisingly little fiscal cost and to the detriment of only the big spenders. The irony that these changes mimic the approach to be applied in Scotland under LBTT will not be lost on the SNP. Despite a little populist tinkering with non dom taxation, those taxpayers affected might consider they have got off lightly given the febrile atmosphere in the tax world these days.

Then a bit of flagrant banker bashing in the loss relief restriction and the final feat of prestidigitation which is the 'diverted profits tax' on multinationals which positions the UK in the vanguard of international tax change, a place the Chancellor likes us to be. The new tax purports not to be corporation tax and therefore not subject to treaty restriction. Curiously this still features under the corporation tax section of HMRCs summary of the draft Finance Bill clauses, but let's not dwell on that!

The UK Government has consistently explained that its preference is to make progress at an international level in relation to the issues raised by the BEPS project. So it is surprising, and somewhat disappointing, to see the Government unilaterally introducing rules which may, in effect, undermine accepted international tax rules on Permanent Establishments and in relation to transfer pricing.

The proposed rules imposing the "diverted profits tax" on arrangements involving an "avoided PE" situation appear particularly widely drawn and will apply whenever the arrangements have a main purpose of avoiding corporation tax. Examples in the draft guidance released by HMRC make it clear just how widely these rules are intended to apply where there are sales to UK customers. Indeed, the proposed tax appears to pre-empt in many ways possible changes to the scope of the PE rules currently being debated as part of BEPS Action 7.

The wider changes dealing with "tax mismatch arrangements" will apply generally where tax savings resulting from arrangements between connected parties are greater than any other economic benefits arising from those arrangements - a calculation likely to be rife with uncertainties. These rules will, it appears, "trump" normal transfer pricing rules and there is no exception for arm's length arrangements. This too is a significant and controversial development to be introduced in advance of the OECD's work on BEPS Action Points 9 and 10.

Perhaps most concerning is the fact that the Government apparently intends to force through the new legislation into the pre-election Finance Act. Given the complexity of the new legislation and its impact on long-standing arrangements, it is deeply regrettable that the Government is intent on forcing the new rules through without a proper period of consultation.

No doubt much of the analysis and thought on these pages will include reference to the diverted profits tax. The very ambitious start date, the punitive rate, the (probably tortuous and expensive) process you must go through with HMRC to calculate the tax and the real uncertainty over how this will interact with the UK’s double tax treaty network give a very strong flavour that this is not a tax you want to be subject to, and no doubt it has been designed to act as a strong deterrent and a none-too-subtle and populist call for those famous names and others to realise that the game is up. Perhaps this also explains the fairly modest estimate of the additional tax take - does HM Treasury anticipate that MNCs will bite the bullet and restructure now to take themselves out of this new tax? Only time will tell whether George is assuming the role of BEPS thought leader with this or going it alone, and I really hope it is the former.

The SDLT changes, at least on an intellectual level, have to be welcomed. The slab system could never be described as a fair one (although I don’t like using that "fair" word too much when it comes to tax policy). Surely a similar change for commercial property must follow, and yesterday's House of Commons debate does suggest that this is at least "under review". If HM Treasury gets even a whiff that the two different SDLT rate systems are being used for avoidance then that review may follow quickly. But I do wonder if the top rate at 12%, which is not that far off the "you don’t want to be here" 15% rate introduced in 2012, will have a distortive effect on structuring high end residential property purchases. I am sure we will see renewed interest in the purchase of companies holding such property - previously the additional due diligence, cost and time of a company purchase often outweighed the former 7% additional cost of purchasing the property directly (the structuring decision will also clearly depend on whether ATED is relevant). I do have some doubt as to whether the projections for increased tax take at this high end of the market are accurate.

I was a bit surprised that the Government chose to single out share cancellation schemes on takeovers. This seems at odds with recent policy to abolish stamp duty on the transfer of AIM and other growth market shares - which at least hinted at recognising that UK stamp duty costs on share transfers were having an unnecessarily distortive effect on the attractiveness of the UK's capital markets.

The media and practitioners alike were surprised by the Autumn Statement announcement of the introduction of a Diverted Profits Tax from April 2015 which purports to apply a 25% charge to profits which are viewed as artificially diverted from the UK. Clearly politically motivated and a highly popular move to address the perceived tax avoidance of large US multinationals, the ambit of the charge is wider than would first appear. Although the tax applies only to large enterprises and, in respect of foreign multinationals without a UK permanent establishment, only to those generating annually more than £10m of revenues from customers in the UK, it is not limited to situations where profits are diverted to tax havens. The attribution and calculation rules are complex, subject to arbitrary adjustment by HMRC and can give rise to double taxation which double tax treaties are unlikely to address.

Although stated to be consistent with the BEPS principles, it is unclear how this new tax will interact with BEPS proposals aimed at extending the situations in which a permanent establishment will arise in a jurisdiction and the transfer pricing proposals for attributing greater value to entities along a global value chain and it is possible that this tax will be abolished when the BEPS are implemented.

Indeed, such abolition will be consistent with the Government's proposals for abolishing existing anti-arbitrage rules and adopting the BEPS recommendations regarding hybrid mismatch arrangements. Of interest is also the UK Government's support for determining company residence under tax treaties on the basis of competent authority agreement rather than place of effective management which, although consistent with the BEPS proposals, will likely result in greater uncertainty in the application of the UK's double tax treaties in cases of dual residence.

In terms of business taxes, there were quite a lot of interesting measures: another raid on banks; an attack on B share schemes; and measures to ensure takeovers effected by way of cancellation scheme of arrangement are subject to stamp duty. However, it is the diverted profits tax that really catches the eye; not just because it is a "new" tax, but because it is a unilateral move to address perceived profit shifting in advance of any clear outcomes under the OECD initiative. The objective of the diverted profits tax is arguably to raise revenue by changing behaviour, as opposed to raising revenue directly: why risk a 25% charge to tax on profits, when such profits would be subject to tax at 20% if attributable to a UK permanent establishment or UK resident company? It is likely to require many multinationals to review their arrangements on a more accelerated timescale than may have been the case under the OECD initiative; for example, where carefully balanced arrangements are currently in place to avoid creating a permanent establishment of a foreign enterprise in the UK. Of course it raises many other questions: how it interacts with the UK's double tax treaties; is it consistent with EU fundamental freedoms; and will any other countries will follow the UK's example?

There is a suggestion that if HMRC does not like the GAAR this approach may spread to other parts of the tax code as well. So much for the prediction that the GAAR would eliminate the need for TAARs - we are more likely to see the spawning of more regime "mini-GAARS", aimed at the broad spectrum of "avoidance", not abuse. There is also an inherent inequity in these provisions as any taxpayer advantages which are regarded as not within the principles or policy of the regime, may be negated, but innocent taxpayers caught by a technical point not intended for their situation are left with the strict and narrow legal provisions applying to them.

The UK taking a unilateral stand by introducing a quasi-corporation tax (that is estimated to raise only £360m a year by 2017/18), without having obtained advance agreement from the UK’s double tax treaty partners, and possibly with the primary aim of seeking to placate a populace wound up by a demagogic Public Accounts Committee, is deeply troubling. In November 2014, the OECD published a discussion draft that considered the need to update the double tax treaty definition of permanent establishment in order to prevent artificial profit shifting; and the OECD intends to release its report on Base Erosion and Profit Shifting (addressing the shifting of profits of multinational groups to low tax jurisdictions and the exploitation of mismatches between different tax systems) by the end of 2015. A more measured approach would have been to await the conclusion of the OECD's work, particularly as it is in a complex area that is dependent on international consensus. Indeed, the wider changes to the international tax regime that are currently being negotiated by the G20 countries could result in the DPT rules effectively being rendered nugatory shortly after their enactment.

A theme from this year's Autumn Statement is a clampdown on the use of alternative structures which produce the same economic result as the plain structure but have a more favourable tax treatment. The proposal effectively to stop cancellation schemes of arrangement from being used to carry out takeovers is one example, which ignores that there are non-tax benefits of using a cancellation scheme rather than an offer. Another example is treating buyback returns under a B share scheme as a distribution. Moreover, the abolition of the late-paid interest rules will prevent companies from being able to use payment-in-kind (PIK) notes to manipulate the timing of the tax relief on the interest so that it can be group relieved against profits elsewhere in the group.

Another year, another tax. The introduction of diverted profits tax is an example of unilateral action by the UK Government, which is unhelpful when a multilateral solution to the BEPS issues is surely required. By jumping the gun on the OECD's project with a measure which effectively redraws the line on the level of presence required in the UK in order to be taxable, the UK Government risks undermining inbound business investment and triggering "retaliatory" unilateral measures from other countries.

The new withholding tax exemption for qualifying private placements sounded promising, but the draft legislation reveals its limited application. In practice, it will rarely act as a viable alternative to listing the debt on a recognised stock exchange.

The Autumn Statement reaffirmed the Government's commitment to tackle tax avoidance, but extends a number reliefs, showing a further attempt to balance the assertion that "Britain is open to business" with the express support for the BEPS initiatives. The sheer number of tax avoidance measures, intended to raise £9bn in the next 5 years and £5bn in the next Parliament shows a tougher Government stance. Legislation to counter the two decades long practice of allowing shareholders to elect to receive returns from equity investments in the form of income dividend or return of capital, recently approved by HMRC and the GAAR advisory panel as a reasonable choice reasonably available and therefore acceptable tax planning, is somewhat surprising. It indicates the boundary of the middle ground of tax planning which was to be preserved by the GAAR has been moved. The same applies to the removal of stamp duty relief on share cancellations in the context of a takeover.

The "diverted profits" tax also relies on the concept of "reasonableness" and as taxpayers have to self-assess accurate prediction of what is likely to be accepted as reasonable will be impossible, except in cases at the extreme ends of the spectrum.

This is an intensely political Autumn Statement, delivered by a Chancellor who clearly does not expect to have to deal with the consequences. It contains the final, and most controversial, elements of a tax platform on which the Conservatives will fight the next election. Multinational businesses are to be clobbered by the new Diverted Profits Tax, allowing the Chancellor to claim a global innovation in the fight against international tax avoidance (ignoring the question of whether it can actually work in practice - that is a neat landmine for his successor to deal with). Non-residents face a package of measures to ensure they too "pay their fair share", including ATED at rates much higher than originally announced and CGT on disposals of residential property (previously thought unfeasible). A mansion tax has been introduced, by raising SDLT on expensive properties. New anti-avoidance rules for loan relationships and derivatives, and rules to cancel the tax treatments of schemes of arrangement and B share schemes, mean the Chancellor can claim to have closed avoidance measures ignored by his predecessors. Business will justifiably complain that much of this is unwarranted and unworkable, but that hardly matters compared to the impression left with the general electorate.

Sigh of relief! Most companies operating employee share incentives will welcome there being no further major changes in the pipeline while they get to grips with the practical implications of the legislative overhaul already introduced through recent Finance Acts. Some, particularly those without a ready market for their shares, will be disappointed that the "safe harbour" employee shareholding vehicle and "marketable security" concept, intended to offer get-outs from obscure and complex technical provisions that can inhibit effective employee share ownership, are themselves viewed as too complex and have been dropped.

Perhaps the biggest surprises, outside the SDLT changes, were the proposals to outlaw B share schemes and the use of court schemes in takeovers. The main question arising from these proposals is "why now"? Court cancellation schemes have been the preferred method of completing public company takeovers for many years without any action being taken in relation to the stamp duty benefits. And while it would appear from the GAAR Guidance that certain B share schemes might be viewed as abusive by HMRC but for being well-established practice, they are hardly a recent innovation.

The new rules to attack B share schemes will impose income tax on "alternative receipts" received by income taxpayers who could otherwise have received an income distribution. This should exclude standard scrip dividend schemes from the new rules, but may catch certain demerger structures. The rules do not offer an automatic credit for other taxes which may be incurred. Instead, taxpayers have to rely on a "just and reasonable" adjustment made by HMRC.

The new provisions relating to cancellation schemes will be changes to company law and not tax law. While it seems rather odd to introduce to restrict the flexibility of English company law rather than impose a tax charge, we assume the reason is underlying concerns about EU law challenges to any charge to tax on the issue of shares as part of a cancellation scheme. We will have to see whether the regulations when they are published are likely to affect other transactions in which cancellation schemes are used such as some demerger structures and schemes to introduce new holding companies for public groups.

Being the last autumn statement before the general election, as expected there were few announcements that were not anticipated. There were, however, two that could have significant impact on multi-national businesses.

The first is the 25% diverted profits tax, or Google tax. While it appears to have a relatively focussed target of UK activities that fall short of being a permanent establishment, it strikes me as a headline grabber designed to appease public outrage with the multinationals who derive significant revenues from the UK while managing to avoid significant UK taxes on those profits. It is curious that they specifically mention the double Irish structure even though that has now been shut down in Ireland (albeit prospectively only). The rules seem to have a significant overlap with existing permanent establishment and transfer pricing rules and I am sceptical that simply saying it is not corporation tax prevents issues arising under the UK’s treaty network, and the compliance aspects cannot help with the ongoing goal of making the UK a jurisdiction of choice for international holding companies (presumably most of the companies "at risk" will restructure rather than risk paying the extra tax). How it interacts with the outcome of the BEPS process will be interesting.

The second area of concern is the disguised fee income proposal. This looks like another sledgehammer to crack a nut, but this time it is not entirely clear which nut they have in mind. While there may be some justification in attacking overly ambitious structures, including fee waivers more commonly seen in US funds, providing such prescriptive measures about what is acceptable and what is not is bound to cause serious headaches (and perhaps unintended consequences, although as private investments funds are not exactly flavour of the month it may be entirely intentional to cast a wide net) for any funds that do not adopt a completely conventional and traditional fund structure. In today’s world, as private investment funds become more innovative and the edges become blurred between different types of funds, this is likely to raise additional compliance headaches, and may well attack "innocent" structures, and could be problematic for fund managers who are taxpayers in both the UK and the US.

Many commentators expected mission creep with the General Anti-Abuse Rule, as evidenced for example by a GAAR Counteraction Notice being a trigger for an Accelerated Payment Notice and the proposals to consult in 2015 on penalties where the GAAR applies. More worryingly, when one looks at the new Loan Relationship and Derivative Contracts Regime "TAARs", one wonders whether it is really "mission aborted" on the GAAR? These new provisions read more like a regime General Anti-Avoidance Rule, without the hard won safeguards of the GAAR; for example no "double reasonableness" test, no "designated HMRC officer" and no panel. Surely the GAAR is there to stop aggressive schemes in this area (despite the fact that most of such schemes have failed before the Courts anyway on general principles). The result is that centre ground of tax planning may no longer apply to financial instruments.

In last week’s autumn statement, the Chancellor indicated that the anti-avoidance rule related to disguised investment management fees would not affect carried interest. Likewise, the summary note issued with the draft legislation states that returns linked to investment performance will not be affected. As ever, though, the devil is in the detail. The draft legislation has a rather narrow concept of carried interest – in essence it requires a return based on profits from investments, after a return of capital to investors with a preferred return to investors of at least 6% per annum on a compound basis. As a result, it appears that carried interest which is not paid after a preferred return of at least 6%, for example, will not be excluded by the legislation, and may be taxed as income. It is to be hoped that HMRC may accept that the definition of carried interest in the draft legislation is too narrow.

The rules on disguised fee income are somewhat in disguise themselves. Despite their apparent title they appear to represent a new starting point for taxation of investment managers. As seems to be the trend with tax legislation of late, they consist of a very broad charging provision, with targeted exemptions. Notwithstanding that the trailered exemption for carried interest is there, it is narrower than may have been anticipated, imposing HMRC's view of an acceptable carry hurdle on the market. Performance related returns will only fall within the exemption if the hurdle consists of a preferred return equivalent to at least 6% compound interest. We are aware of a number of funds with hurdles structured in a different way for commercial reasons which would seem to fall outside the exemption. It will be interesting to see whether any guidance is published which deals with these concerns.

The new diverted profits tax ('DPT') is almost an entire unilateral BEPS project in its own right. As DPT is not labelled 'corporation tax' it seems - at least according to HMRC - to step around the UK's double tax treaties into a world entirely made by the UK. Certainly, if Mr Osborne finds himself with time on his hands after next May, his US speaking tour is likely to be a lot more lively now. DPT has an important exclusion for base erosion entirely by loan relationships which will be studied closely by private equity. Subject to that DPT is fairly comprehensive.

The projections of revenue from DPT seem to assume that there will be a repatriation of activities to the UK. That is debatable. The attack on PE planning invites the non-UK enterprise to reduce its UK activities. For a digital business the mere fact of having UK customers should not alone trigger DPT. However, offshore digital business might need to look closely at having servicing operations or call centres in the UK. The anti-conduit provisions will apply if there is a profit shift from a UK taxable presence and the saving in ETR is substantially greater than the non-tax economic benefit. This test completely overtakes the type of discussion of taxable presence in the Ireland, Luxembourg and the Netherlands with which many advisers are familiar. They might still look good as equity holding jurisdictions into the UK but there will be much discussion of what is left.

A UK Government statement on the meaning of reciprocity might be useful. We could be about to hear a lot about that.

The most exciting bit of the Autumn Statement was the long-overdue move from the awful "slab" system of SDLT to progressive rates. I wonder if this was prompted by Scotland's approach with LBTT? I was surprised the rates were not set at a level which would be revenue neutral - maybe a consequence of the proximity of the next election? Whilst logic dictates that we should have a progressive rate system for commercial property as well, I doubt it would have a major impact given the value of most commercial property transactions.

Second in line is the diverted profits tax. Whilst something along these lines was widely anticipated, I'm not sure many people were expecting a whole new tax. I am not clear on why a 25% rate is being used given the incoming 20% corporation tax rate - maybe intended as a deterrent to multinationals structuring their affairs that way in the first place? The draft legislation contains a worrying smattering of tests based on whether it is "reasonable to assume" particular motives, rather than basing the tax on the actual motives of the entities involved. Thankfully, it appears to be targeted at larger businesses, containing various carve outs for SMEs plus there is a £10 million UK turnover threshold for applying the charge to non-residents seeking to avoid a UK presence.

Although it was the residential SDLT changes that had the phones ringing (not least from partners around the firm with "friends" that may be affected), for business the key surprise announcement was the new Diverted Profits Tax. The details of this new tax provided in the Finance Bill show the measure for what it is - a clear deterrent tool, not so much aimed at directly raising revenue but at changing the behaviour of multinationals. The discretion that sits with HMRC to determine whether offensive diversion activity is being undertaken, coupled with the very short time periods to contest such a determination before the tax becomes due, will cause many multinationals operating in the UK to be very concerned about this new tax.

Even without the new DPT, the Autumn Statement has been one of the most interesting for corporate tax practitioners for a couple of years. To pick a few notable announcements, the withholding tax exemption for private placements has the potential to open up a significant additional source of finance, with the initial conditions for exemption more widely cast than expected. The planned removal of the stamp duty benefit for takeovers effected by cancellation schemes will change market practice, as will the changes to the late paid interest rules. All in all, a lot for practitioner to digest.

This Autumn Statement contains a number of "good news" measures for SMEs including new rules to support alternate funding platforms, such as crowdfunding, which will allow such businesses better access to capital. The increase in the rate of R&D tax credits and a new advance assurance system for initial claims will be particularly welcomed. All this helps send out the message that the UK has the right tax environment as a base for SMEs looking to expand internationally. Whether this message can be heard above the clamour created by the new "Google tax" remains to be seen however.

The change to allow gains qualifying for ER to be rolled into EIS qualifying investments and receive ER on disposal is great for investors and will give SMEs looking to raise funding a boost.

The new Diverted Profits Tax or "Google Tax" rules are complex and it will take time to work through their practical ramifications. It would be a shame if the Government were to undo all their good work on the UK's international tax rules, not least the extensive consultation on the introduction of the CFC rules, by bringing in these measures without proper consultation and debate. It is disappointing that the Government is seeking to enact new rules in advance of the OECD proposals in this area.

The details of the diverted profits tax (DPT), when they eventually emerged, revealed a new tax which is both complex in terms of its concepts and language and broad in its application. A great many multinationals, both UK multinationals and foreign-headquartered multinationals which do business in the UK, will need to review this legislation and their structures very carefully. The DPT will by no means be limited to that small number of multinationals which have been named in the media on account of their operating structures, nor is it limited to those business sectors which have been highlighted in the media. But the manner in which the tax is structured seems as much designed to provoke a behavioural response from multinationals so as not to fall within the scope of the tax, as much as to raise taxes. While HM Government will no doubt argue that DPT does not override the UK's obligations to its double tax treaty partners, that is its effect.

Whilst the new "diverted profits tax" and stamp duty changes have been grabbing the headlines, there is quite a bit here for run-of-the-mill corporates. There are going to be changes to company law to prevent takeovers being effected by means of a scheme of arrangement. Usually that would be driven by the lower voting threshold - 75% acceptances needed to acquire total control rather than 90% on an offer - but the 0.5% stamp duty saving was always a nice bonus. That seems to be going somewhat against the grain given the recently introduced stamp duty exemption for AIM shares and greatly curtailed scope of the 1.5% charges. And no more income/capital choice on returns of value, at least from UK resident companies. B/C share schemes had become more or less standard in the last 10 years or so for any UK listed group looking to return value to its shareholders. The reform of the loan relationships and derivative contracts regimes is now starting to drip onto the statute books. Of most interest here are likely to be the new regime TAARs, particularly as they will kick in for arrangements entered into on or after 1 April, 2015, ahead of most of the other changes. And finally offshore property funds are likely going to be looking through their portfolios to see if they have any residential property potentially coming within the scope of UK capital gains tax following the extension of the regime to gains arising to non-residents and, if they do, whether they can benefit from any of the various exemptions.

Of course it’s political - it’s always political. A government needs to raise enough tax to survive, but in such a way that keeps it in power. And the electorate is fickle, frequently bewildered, and motivated by media rhetoric.

A hike in tax rates is always unpalatable; more so on the eve of a general election. Widening the tax base by including non-residents, on the other hand, is more appealing for everyone. (Except for the non-residents, of course. But they don’t vote.)

Therefore, and as anticipated, the draft Finance Bill 2015 includes clauses bringing non-residents within the charge to UK capital gains tax in respect of disposals of UK residential property. The charge will fall on individuals and trustees, but only on certain companies and not on commercial property. The intention is apparently that commercial inward investment should not be discouraged.

This has been perceived by some as a significant change of direction for UK tax policy. The UK has long enjoyed a reputation as friendly to inward investment. The absence of capital gains tax for non-residents on the disposal of UK property has been important in attracting foreign capital.

A more cynical, but perhaps realistic, analysis suggests that until now the UK simply did not have the structure or resources to allow it to bring non-residents within the UK tax net effectively. The recent and rather dramatic increase in co-operation between government fiscal departments and the proliferation of information sharing treaties and agreements has changed all this.

Interesting features of the draft legislation include the availability of the private residence relief (although note that this is revised for both non-residents and residents) and the interaction of the new charge with the Annual Tax on Enveloped Dwellings (ATED) charge.

The government claims that the move to bring non-residents within the charge to capital gains tax on UK property is merely bringing the UK's position into line with the taxation policy of many other jurisdictions. To a certain extent this is true. However, it will be interesting to see how far the government is prepared to go with this extension of the UK tax net, and whether increases in scope and rate will follow. There must be a real risk that a future government short on funds may see this as a wonderful opportunity for mission creep.

The non-dom regime is an essential tenet of London's attraction for global talent. Sure, other cities like New York thrive without it - but in Europe, London is the undisputed leader. Raising the remittance basis thresholds, and - the latest twist - introducing a new £90,000 charge for long-term residents broadly analogous to the 17 year deemed inheritance tax domicile rule makes one fear when the UK will finally push ahead and abolish the regime for long-term residents altogether. Separately, consulting on whether the remittance basis elections should be effective for three years potentially triples the effective cost for many non-domiciliaries and simply ignores the financial realities on the ground. One wonders whether we are witnessing the demise of the non-dom regime through "death by a thousand cuts" - and it beggars belief that this would yield a net financial benefit for the UK.

The main surprise in the Autumn Statement on 3 December was the immediate reform of stamp duty land tax for residential property. The old "slab" system clearly distorted the property market by creating price pinch-points at the rate thresholds, and was looking archaic next to the new Scottish land and buildings transaction tax. With an eye on the general election next May, the new progressive system of SDLT rates benefits almost all purchasers. SDLT revenues have increased dramatically in recent years, to nearly £10 billion last year, so perhaps the Chancellor can afford a give-away. Those buying or selling houses worth over £1,125,000 have a new and expensive headache. The slab system remains for the time being for commercial or "mixed" properties, and the top rate of 4% looks attractive: time to start a business in the garage?

The two areas where tax advisers were impatiently waiting to see the draft Finance Bill clauses on 10 December were the proposals to ensure that fund managers pay income tax and NICs on amounts received through investment partnerships, and the new "diverted profits tax".

The new rules for fund managers hit their target by taxing "disguised investment management fees" on their "disguised fees" (yet another instance of the regrettable modern tendency for pejorative language in tax discussions) but also risk collateral damage. A "disguised fee" is broadly any amount received by a fund manager which is not subject to income tax as employment income or trading income, with narrow exceptions for returns on investment and "carried interest". This is the first explicit appearance of "carried interest" in UK tax legislation, in this case as an exclusion, but some may perceive a crack in the door to taxing carried interest as income. The proposed definition of "carried interest" is inflexible, and does not cover properly variable returns calculated on a non-traditional basis.

The new "diverted profits tax" (the so-called "Google tax") is intended to impose 25% tax on non-UK companies that provide goods or services to UK customers, but carefully arrange their business to avoid a taxable presence in the UK. The draft legislation provides HMRC with considerable discretion - tests of whether it is "reasonable to assume" this or that - creating subjective tests that are ripe for dispute. The proposed 25% rate seems intended to create a financial reason for potentially affected groups to set up UK operations subject to corporation tax at 20% instead, which may breach EU law on freedom of establishment. The change also adds to concerns that unilateral actions could undermine the coordination of the OECD's BEPS Action Plan, as it anticipates the OECD's proposals under Action 7 on artificial avoidance of permanent establishments.

The Diverted Profit Tax ("DPT") appears to be an early response to BEPS action points 7 to 10 seeking to align profit with economic and commercial substance. The DPT will apply (with some exceptions) to all transactions between (broadly) related parties, resulting in a substantial tax advantage (there is an "80% payment" test). Where the "insufficient economic substance conditions" are met, any transfer pricing adjustment will be taxed at 25 per cent and not 20 per cent. In addition, the legislation allows an adjustment beyond the arm's length adjustment in some circumstances.

Much of the analysis underpinning the legislation may be simply an application of the arm's length test. It is concerning that it specifically allows adjustments going beyond arm's length. The approach to significant people functions in section 7(6) appears intended to follow HMRC's view of the arm's length principle. However, it must also be considered closely to check it is not too restrictive. And the comparison of tax and non-tax benefits of citing an activity outside the UK (sections 7(4) and 7(5)) is potentially a complex and difficult exercise, which could put significant burdens on a group just looking to protect its arm's length pricing.

The legislation revealed today is a game changing shift in policy. The UK already has a range of measures designed to counter-act avoidance in this area, including in particular the transfer pricing rules designed to prevent multi-nationals manipulating the price on transactions with related parties in low tax jurisdictions to reduce their tax liabilities.

Whilst the proposals may win popular support they will be controversial in business circles and are likely to cause significant uncertainty in how companies' operations should be taxed.

The OECD has been seeking to coordinate an international response to multi-national tax planning through its Base Erosion of Profits (BEPS) programme. The UK has stepped in with a unilateral programme of its own which is likely to be highly controversial.

It's as if the Coalition Government wants to keep an employee ownership and employee share schemes "to do" list for the next administration. After postponing the abolition of the perpetuities period for employee-ownership trusts it has now rejected the Office of Tax Simplification employee shareholding vehicle proposal. Acknowledged as "creative and far-reaching" by HMRC the rejection of this proposal is disappointing.

Offshore trust administrators and tax advisers will be relieved. The ESV was a serious threat to fee income. If implemented in full the ESV would have provided an onshore capital gains tax efficient alternative to an offshore employee trust and a solution to the loan participator charges that can arise when lending to an employee trust and other long-standing technical issues with the warehousing and market making of shares for use in employee share schemes.

Perhaps the ESV proposal was too ambitious but surely something will be done about the loan to participator rules to help the nascent employee-ownership trusts buy-out market? No, para 2.154 of the 2014 Autumn Statement refers to its review of the loan to participator rules and announces "The government does not intend to make any changes to the structure or operation of the [loan to participator] tax charge following this review". HM Treasury and HMRC has published ESV: summary of responses (December 2014) which explains its reasoning on each issue, and its overall conclusions. A key message is that there were insufficient responses to the consultation to demonstrate a demand for change. The consultation "received a very limited response of just over 20 representations and very few of these were from businesses (particularly unquoted companies) or their representative groups". This argument is a little harsh. Given the Government's success in creating a moral agenda against tax planning it is unlikely that many businesses will write in to HMRC to say "we set up our trust offshore to save CGT" or "it was only after we made the loan to our trust that we were advised there was a 25% tax charge" and, remember, these are highly technical issues.

It was certainly an unexpected tax package from the Chancellor, clearly directed towards a voting public next May. The question is whether it was a wise one, given the difficulty that there will be in implementing some of the measures effectively and fairly in detailed legislation. The changes to SDLT are sensible given the current distortionary effect of the slab system, and time will tell whether concerns about the effect on the £1 million to £2 million homes market will prove valid or whether the London super home market will be hit. The changes to the use of bank losses could be criticised for involving an element of retroactive legislation and will make it harder for banks to meet their capital ratio tests, but it is not an unreasonable measure in the current climate. The proposal that is of most interest is the diverted profits tax for multinationals artificially moving their profits out of the UK. This sort of provision has proved fiendishly difficult to craft within the scope of EU rules in recent years, although the tide appears to be turning in this regard, and it is interesting both that the Chancellor has announced a reasonably modest tax take from the new rules and that he has chosen to jump the gun on the OECD's BEPS initiative in announcing these rules before the international community has reached consensus on how to deal with the international tax landscape more broadly. The attempt at this legislation is 25 pages of detail that will have to be carefully digested and which places the onus on HMRC rather than the taxpayer to police the rules. This might, however, well be a sign of how the tax landscape has changed in the past couple of years, with governments desperate for tax revenue and the mood moving generally against a wide range of arrangements intended to mitigate tax. Planners should take caution that structures considered overly aggressive by the authorities are increasingly likely to lead to aggressive counteraction.

In his Autumn Statement speech, the Chancellor sought to capitalise on the popular moral indignation about "multinational businesses" avoiding their "fair share" of tax. His new Diverted Profits Tax will, he said, raise over £1 billion over the next 5 years. That is perhaps a relatively modest sum, although that may be because the Treasury expects the corporation tax take to increase as companies adopt more straightforward business structures in response to the new rules.

The Autumn Statement itself introduced the DPT under the sub-heading "Tackling tax avoidance", and referred to "the use of aggressive tax planning to avoid paying tax in the UK" ("aggressive" has become the word of choice lately). The tone was clear.

It remains to be seen how the DPT will fare under EU freedom of establishment and movement of capital rules and how it will interact with double tax agreements and comparable measures expected to be proposed by the OECD only next year - the system risks becoming fiendishly complex.

The DPT draft legislation and guidance, published on 10 December, bear detailed scrutiny (the Office of Tax Simplification may be having palpitations!), but, if fairness is the order of the day, some more work is needed. First, the taxpayer itself must notify HMRC if it is potentially within the scope of DPT (within 3 months of the end of its accounting period), and then HMRC gets a generous 2 years to issue a notice of chargeability. Moreover, the company then has a mere 30 days to make representations (which in effect are restricted because HMRC can only consider representations on certain matters)! That is absurd in the context of a multinational structure. HMRC then can assess the appropriate imputed amounts and consequent DPT. If HMRC issues a charging notice, then the tax must be paid within 30 days even if a review is to be sought and an appeal is expected to be made – the tax cannot be postponed on any grounds: fair's fair (or maybe not!).

Whilst entirely understandable, both politically (having regard to the heightened public consciousness of tax planning) and economically, it is unfortunate that such an important and complex measure will be rushed through in Finance Act 2015.

Not surprisingly with an election next year, it is quite a political budget. The government is determined that the UK should lead the way in the implementation of the OECD's BEPS actions and exchange of information, with the introduction of country by country reporting, the diversion of profits tax and increased penalties for offshore tax evasion. However, whilst a consultation on neutralising tax benefits of cross-border hybrid mismatch arrangements has been launched it appears that legislation will not be introduced until 2017 at the earliest.

It is to be hoped that the good work which has been done in recent years to make the UK a preferred jurisdiction for multi nationals is not undone by the uncertainty which some of these measures, such as diversion of profits tax, might create. The proposed simplification of the employee benefits and expenses regime is good news for employers, though.

Two old favourites bite the dust - takeovers by court scheme and returning cash to shareholders by a B share scheme. They’ll be exempting dividends next! The abolition of the stamp duty advantage for cancellation schemes will focus attention more closely on the non-tax pros and cons - particularly as to voting requirements and squeeze-out - of structuring mergers and acquisitions by scheme versus offer.

I have argued for some time that the UK is now “"oversold" in terms of competitiveness in respect of interest relief. It has become out of line with countries such as Germany and France in having such a generous set of rules - though they may feel complex and burdensome to advise on, in practice they allow a deduction in a wide range of factual situations where other countries do not. So it is entirely unsurprising to see the combination of the consultation on hybrids and the carry forward restrictions for banks. It's interesting to speculate whether this is the beginning of a process; might we in future see restrictions such as an interest barrier/haircut, tightening of the rules on change of ownership, or restrictions related to acquiring SSE exempt shareholdings?

The biggest threat to the OECD's work on BEPS is not inaction but unilateral action. The diverted profits tax is the worst imaginable example of unilateral action - badly constructed, complicated, and at the same time unlikely to raise much tax. Just reading the draft legislation feels like someone has cut up the BEPS reports into little pieces, jumbled them up, and pasted them back together as a composite restriction. Whatever one’s position on the OECD's BEPS initiative, it does aim at procedural integrity - a timetable, an order of events, co-ordination, and so on. The diverted profits tax ignores these aims, and takes a flyer on Treaty compatibility arguments. Would it have been brought forward if we weren't facing a General election in a few months' time?

After the confusion following the Chancellor's announcement that the "disguising of fee income by investment managers" was to be targeted, somewhat mollified by the more limited description of the proposal tucked away in the policy costings document, it is disappointing (although perhaps unsurprising) to see a very broad provision emerge in the draft Finance Bill clauses. In substance, where an individual performs investment management services for one or more funds and the arrangements involve a partnership, any sums received directly or indirectly risk being taxed as income, regardless of the manner in which they are paid. Whilst there are the expected exclusions for carried interest and co-investment, these are narrowly drawn and may not apply to every fund (for example the definition of carried interest requires a minimum 6% hurdle rate) and at a minimum, managers will need to review their arrangements to assess the impact of the proposals. Given the way in which management businesses are commonly structured in other jurisdictions such as the US, the proposals risk having a much wider effect beyond those private equity managers referred to in the Autumn Statement papers.

The Government continues its crusade against tax avoidance with a tightening of the DOTAS regime. The amendments to Part 7 of the Finance Act 2004 require promoters to update their information in relation to changes to DOTASable schemes, to avoid variations falling through the reporting net. More significantly they require employers adopting arrangements within DOTAS to provide information to their employees who benefit from the scheme, and additionally to report those employees details to HMRC. This is clearly intended not only to improve reporting under DOTAS but to maintain the pressure to make potential users of avoidance schemes think again before so doing.

The new diverted profits tax provisions mark a further shift towards a more authoritarian tax regime that has real consequences for taxpayers seeking to assert their legal rights. HMRC will essentially have power to direct what it considers to be the appropriate tax burden and taxpayers will only have a 30 day period to debate that view before having to pay up. The taxpayer will then have to wait 12 months before it is able to appeal, unless it can agree with HMRC to close the enquiry period earlier. The unwary and ill prepared will be at risk of heavy handed HMRC behaviour.

You have to love pre-Election Autumn Statements and Finance Bills. The smoke and mirrors around what is really going on is great fun.

The headlines may have been grabbed more by the "Google tax" than by any other measure (perhaps aside from the Viagra to the slowing property market in the form of the structural changes to residential SDLT), but this is expected to raise over the next 3 full financial years less than a third of the amount raised by the limitations on carry forward for Banks. How the new rules would respond to challenges based on Cadbury Schweppes, or comply with Treaty obligations, is perhaps one for another day.

Even more telling is the estimate of revenue raised by the crackdown on hybrids. In its third full year, that is 2017-2018, it raises an eye watering amount of {drum roll, please} £70m. Yes, £70m. Which won’t even cover the cost in that year of exempting children from Air Passenger Duty.

Good progress in giving sensible protections before taking unpaid tax by enforced Direct Debt is somewhat diluted by unheralded clampdowns on B share schemes and cancellation schemes, neither of which feel particularly offensive to me; and continued effort may still be needed to try to keep the DoTAS rules within, or somewhere near to, their target area of aggressive or mass-reproducible tax avoidance. Just don't allow yourself to be branded a promoter (note: not a high risk one, just any old promoter) as you could then be publicly named - what next, actual branding?

It is a relief that are no notable employee share changes proposed. Recent changes, which are still being digested, have been liberating but also disruptive. Changes to formerly "approved" schemes, registration and reporting requirements are still giving rise to significant issues. April 2015 also sees the scheduled change to simpler expatriate taxation of employee shares, but we still await the final NIC rules.

The proposed employee shareholder vehicle and marketable security concepts proved just too difficult to implement. HMRC's need for complicated anti-avoidance provisions and the fact that the proposals did not materially improve on practitioners' existing devices and workarounds both conspired to kill them off. We understand the Revenue has also been looking at geared growth in its various forms - growth shares, flowering shares, ratchets, carried interest, JSOPs - all of which enjoy the more favourable capital gains treatment, and which have now been joined by employee shareholder arrangements. Fortunately, there was no announcement here either (and possibly for the same reasons).

This, however, may be the calm before the storm. Any Government in May other than a wholly Conservative one looks likely to change the rather benign environment we have grown used to over the last few years, which could mean huge changes are less than 6 months away.

What has struck me amongst all the weighty proposals in the Autumn Statement and draft Finance Bill (of which there are many) is the attention to some of the less headline-worthy items that will have some real world impact on common corporate transactions. In particular, the imposition of stamp duty on "cancellation" schemes of arrangement, and the removal of capital gains tax treatment on B share schemes. It is interesting to see HMRC focusing on these kinds of specific transactions - and even more interesting to see the projected £450m additional tax take anticipated from these measures by 2020 – and it raises the question of what else they may have in their sights for what might equally be considered as well-established practices.

On the positive side, the new exemption from withholding tax on private placements is to be welcomed. In addition to supporting mid-sized businesses and infrastructure projects, the new relief also indicates that the quoted Eurobond exemption from interest withholding tax is unlikely to come under threat again in the near term.

Just as there is serious stuff underlying the glitter and fun of Christmas, there are some substantial changes lurking behind the baubles and Christmas cracker jokes offered up by the Chancellor. The ones that stand out for me, in terms of potentially having a long-term impact, are the steps to challenge the ways that multinationals play "you can’t catch me" with the world's tax authorities and the moves set in train to adapt the North Sea fiscal regime to the new environment.

In relation to oil and gas, there is finally recognition that the sector is no longer a golden goose, but closer to being a dead duck that needs resuscitation. Even before the huge drop in the oil price, North Sea fortunes had reached a tipping point and many oil fields were up for sale without any takers, put off by a tax regime suitable in the good old days to an industry with super-profits, but no longer fit for a high cost, low prospect basin. Unfortunately the Chancellor cannot afford simply to halve the tax rates as the oil companies would like, but a 2% cut for most fields (down to 60%) and a 1% cut for PRT-paying fields (down to 80%) has at least signposted the new direction of travel. Following more consultation, further changes to the structure of the oil tax regime should now be on their way in 2015, to try and keep the old infrastructure working and encourage new exploration and development. Let's hope the oil price drop doesn’t scupper the good intentions.

The Autumn Statement, at the end of a Coalition Government, contained some surprises. One of the bigger surprises was the proposal to restrict the carry forward of losses in banks and building societies under the guise of fairness. The UK's loss relief system is one of the most generous internationally and, given the quantum of losses in this sector following the financial crisis, the rationale for the change is clear. An element of comfort for those affected is the limitation of the measure to pre-April 2015 losses. Another is the fact that the restriction is only partial.

There is more encouraging news for the sector in relation to hybrid capital. The Government has now clarified the UK's aim to protect intra-group hybrid regulatory capital when implementing the BEPS hybrid action point, although there is further work to be done.

Another welcome measure is the proposal to help finance raising through the private placement market, particularly by midsized companies and infrastructure projects, through the introduction of a new withholding tax exemption. The private placement market is increasingly active and this exemption is needed. There is some further work to be done here - one concern is that the exemption may apply only to notes rather than loans. This seems illogical and we expect industry bodies will raise this with HMRC.

Depending on your sector, this year's Autumn Statement and one-and-a quarter inch thick Finance Bill (yes, I did measure it) is a bit of a mixed bag with some winners & losers. The infrastructure sector will be pleased to see some easing of the administrative burden on the construction industry scheme, and HMT responding to IMA representations with a new exemption from withholding tax on interest for certain types of debt in infrastructure projects - though before we all get too excited, the conditions already in the Finance Bill are not the end of the story and once we see the actual detailed regulations (not just the technical note describing them) setting out yet further hurdles I strongly suspect this will turn out to be not as generous as it first appears.

By contrast, the financial services sector got rather a pre-election media-driven drubbing with the introduction of a restriction on the use of brought-forward losses - though they may be too busy breathing a sigh of relief over the direct recovery of debt (DRD) provisions to care, because paragraphs 24-31 do appear to contain the promised comfort clauses to make sure HMRC cannot use DRD to achieve preference in insolvency via the back door (at least in England & Wales - we have to wait and see for Northern Ireland).

While there was much publicity caused by the change from the slab to slice charging mechanism for stamp duty land tax, an interesting change was announced in relation to stamp duty and SDRT in relation to takeovers involving a scheme of arrangement, a commonly used approach in public takeover offers. Such schemes involve a cancellation and new issue of shares rather than a transfer on which stamp tax could bite and is a common means of effecting a takeover of a listed UK company.

It would seem that from 2015 takeovers involving a scheme of arrangement will be subject to tax as if there were in fact a transfer, potentially by deeming the scheme document to be effect a transfer. This is expected to raise £65 million per year from 2015, reducing to £50m per year by the end of the decade. While this will impose an additional cost for prospective purchasers of UK companies, it will also be interesting to see whether this has any impact on how such takeovers are structured.

The most eye-catching announcement was no doubt designed to be just that. The looming election seems the most likely reason for the Government's pre-empting BEPS with the new DPT. It raises a number of questions, including compatibility with the UK's treaty obligations.

The new rates of stamp duty for residential properties can be put into the same basket, though the political calculation is a little different. One result is to reduce significantly the disincentive to "enveloping", at least for the few super-premium properties in London that might deserve the label "mansion". That may be part of the reason for the startling increase in the ATED.

But there was some good news too. For the City practitioner, the withholding tax exemption for private placements is very welcome; though they are not as bad as the tax provisions in the standard LMA facility, the relevant clauses in private placement documentation have never been properly adapted for use by UK borrowers. And it seems the Government is listening to (justifiable) complaints from the oil and gas sector that the combination of lower oil prices and high taxation is in danger of choking off much-needed investment in the North Sea.

The two basic ideas behind the Diverted Profits Tax - avoidance of UK tax jurisdiction as grounds for UK tax jurisdiction, and souped-up transfer pricing rules to take account of differential tax rates - are not without merit. At a different point in the electoral cycle and with more co-ordination with the BEPS project, perhaps the draft legislation could have been the starting point for a process ending with workable, properly targeted rules. Unfortunately, this looks unlikely, and the fear must be that a Government looking for political advantage will press ahead, in the face of concerns on many aspects of the rules, to commencement in less than four months. A multinational business more focussed on the bottom line than on constitutional niceties might, however, find solace in the modest amounts of tax which are forecast to be raised - suggesting that, despite the worrying breadth of Revenue discretion, application may in practice be limited to more extreme situations.

Multinational groups will welcome the relaxation of the rules on consortium link companies. The new private placement exemption from withholding could be useful - although it seems wrong that the purpose of an unconnected holder of a security should affect the obligation of the issuer to withhold.

So long, B shares and cancellation schemes - you’ll be missed…

The Government will issue a discussion paper in an attempt to clamp down on arrangements by so-called "umbrella companies" which are structured to take advantage of tax-free travel and subsistence expenses for travel to a temporary workplace. This is an area where HMRC sees there is abusive practice. Any removal of the ability to achieve these tax savings (especially the 13.8% employer's NIC) will have a significant impact on this sector.

George Osborne reinforced his already considerable stylistic debt to Gordon Brown's budgetary presentations with a couple of nasty measures tucked away in the small print at the back of the document. The demise of cancellation schemes to enable stamp duty free corporate takeovers is hard to argue against, but the elimination of the benefits of elective B share schemes is perhaps more contentious.

A personal view is that the rules deeming part of the consideration for a share buyback to be dividend income should be switched off for listed companies altogether: they don't work properly in this context. Firstly, you may well not know what the paid up amount was on any given share in a listed company that you are selling, hence HMRC's pragmatic - though entirely extra-statutory - practice of applying the average paid up amount to all shares. Also, when one sells a listed share one frequently does not know who has bought it, so where companies are in the market buying back their own shares, one can sell to the company as opposed to a market participant without even knowing that this is the case. So a wider reform of this area would be welcome.

Even in the absence of a more fundamental reform the identification of the elective element alone as the badge of avoidance is a sadly characteristic use of the broadsword rather than the rapier. B share schemes take many forms, but if the scheme in question is structured so that capital is truly being returned to those that want it, should that be considered offensive?

The immediate headline - grabber was of course SDLT. Six cheers, at least, for the overdue demise of the idiotic slab system of rates on residential property, even if it may have needed a sharp nudge from north of the border to bring it about (although if the slab system was that stupid - and it was - then why does it live on for commercial property?). That said the new rates are a surprise: spending £800m a year on giving the housing market a pre-election upwards kick seems like a pretty remarkable use of scarce government revenues.

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