In Air Berlin v HMRC (Case C-573/16) (19 October 2017) the CJEU found that a transfer of securities into a clearance service as part of a listing transaction could not be subject to stamp duty reserve tax (SDRT).
Air Berlin is a commercial airline incorporated in the UK. In 2006 Air Berlin undertook the listing of its shares on the Frankfurt Stock Exchange. In order to do so it was required under German law to list all shares of the same class including those which were not going to be sold in the initial public offering. In order to meet that requirement Air Berlin transferred the legal title to the existing ordinary shares which represented the entirety of its share capital to Clearstream Banking as nominee of the Frankfurt Stock Exchange’s settlement and clearing service. Under FA 1986 s 70...
