One minute with Andrew Norwood, consultant, Weil, Gotshal & Manges
How did you end up in tax?
I started work as a capital markets lawyer, but became interested in tax while reading the disclosure in prospectuses and tax opinions relating to the tax treatment of debt securities. Eventually, I took the plunge and told the head of capital markets at my then firm that I had decided to retrain as a tax lawyer. Very kindly, rather than asking me to leave, he helped me move to their tax department. Although it seemed an unusual move at the time, it actually proved useful for finance lawyers to have a tax person to talk to who understood the detailed operation of their transactions.
Who in tax do you most admire?
On the practice side, Stephen Shea, previously of Clifford Chance. I have worked opposite him on many varied deals; he is a brilliant expert on all aspects of securitisation tax, but constructive and collaborative with that. He also was instrumental in coordinating the industry input into the 2006 securitisation regulations, which have proved a well drafted and comprehensive regime. On the academic side, the late John Tiley, who was both brilliantly analytical but also encouraging and kind. He taught me in the early 1980s, and more recently led an excellent series of lectures on diverse tax subjects at the CCTL.
Name a problem in practice you come across time and again?
I think an area of continuing concern is the application of archaic historic regimes to questions of UK withholding tax. Basic withholding tax is an area that requires clarity and simplicity of administration, so the endless speculation about strange common law source doctrines and turn of the (19th) century cases on annual payments add unnecessary complexity to simple transactional questions. How much time is wasted, for instance, speculating on whether payments under commercial guarantees or other commercial finance arrangements (such as RMBS residual certificates) are annual payments, when it seems to me that in practice it makes no sense to treat them as such. As far as common law withholding source doctrines are concerned, the excellent article by my colleague Frixos Hatjantonas in Tax Journal (13 June 2014) shows how far we are from clarity on matters of source jurisdiction, and on the territorial limits of UK withholding tax.
What’s the key lesson you’ve learned along the way?
To understand the structure, purpose and dynamics of transactions from a non-tax lawyer’s point of view. That is something that I learnt from my initial work as a non-tax lawyer. No one will thank you for attempting to insert a new standard form boiler plate stamp duty indemnity into all the documents for a transaction which is closing that same afternoon in three different jurisdictions simultaneously. Amazingly, I have seen a tax lawyer try to do this. Although he thought the proposal was technically accomplished, it earned him no respect at all.
Do you see in the future tax advisers becoming more, or less, specialised?
There is no doubt that over the last 25 years the trend is towards specialisation. It makes a lot of sense from everyone’s point of view, because it allows tax lawyers to become immersed in the expertise of an industry sector. This means they can answer client questions faster, and bring more precise judgment to bear on complex questions quicker than non-specialists. So I see tax advisers becoming more and more specialised as time goes on and I think that’s a good thing.
One minute with Andrew Norwood, consultant, Weil, Gotshal & Manges
How did you end up in tax?
I started work as a capital markets lawyer, but became interested in tax while reading the disclosure in prospectuses and tax opinions relating to the tax treatment of debt securities. Eventually, I took the plunge and told the head of capital markets at my then firm that I had decided to retrain as a tax lawyer. Very kindly, rather than asking me to leave, he helped me move to their tax department. Although it seemed an unusual move at the time, it actually proved useful for finance lawyers to have a tax person to talk to who understood the detailed operation of their transactions.
Who in tax do you most admire?
On the practice side, Stephen Shea, previously of Clifford Chance. I have worked opposite him on many varied deals; he is a brilliant expert on all aspects of securitisation tax, but constructive and collaborative with that. He also was instrumental in coordinating the industry input into the 2006 securitisation regulations, which have proved a well drafted and comprehensive regime. On the academic side, the late John Tiley, who was both brilliantly analytical but also encouraging and kind. He taught me in the early 1980s, and more recently led an excellent series of lectures on diverse tax subjects at the CCTL.
Name a problem in practice you come across time and again?
I think an area of continuing concern is the application of archaic historic regimes to questions of UK withholding tax. Basic withholding tax is an area that requires clarity and simplicity of administration, so the endless speculation about strange common law source doctrines and turn of the (19th) century cases on annual payments add unnecessary complexity to simple transactional questions. How much time is wasted, for instance, speculating on whether payments under commercial guarantees or other commercial finance arrangements (such as RMBS residual certificates) are annual payments, when it seems to me that in practice it makes no sense to treat them as such. As far as common law withholding source doctrines are concerned, the excellent article by my colleague Frixos Hatjantonas in Tax Journal (13 June 2014) shows how far we are from clarity on matters of source jurisdiction, and on the territorial limits of UK withholding tax.
What’s the key lesson you’ve learned along the way?
To understand the structure, purpose and dynamics of transactions from a non-tax lawyer’s point of view. That is something that I learnt from my initial work as a non-tax lawyer. No one will thank you for attempting to insert a new standard form boiler plate stamp duty indemnity into all the documents for a transaction which is closing that same afternoon in three different jurisdictions simultaneously. Amazingly, I have seen a tax lawyer try to do this. Although he thought the proposal was technically accomplished, it earned him no respect at all.
Do you see in the future tax advisers becoming more, or less, specialised?
There is no doubt that over the last 25 years the trend is towards specialisation. It makes a lot of sense from everyone’s point of view, because it allows tax lawyers to become immersed in the expertise of an industry sector. This means they can answer client questions faster, and bring more precise judgment to bear on complex questions quicker than non-specialists. So I see tax advisers becoming more and more specialised as time goes on and I think that’s a good thing.
