How do vulture funds exploit tax loopholes?

The Government’s help-to-buy and affordable childcare schemes may be dominating public debate after the budget. However, international finance types are more concerned by – and have mounted a massive campaign against – measures targeting an alphabet soup of structures that hold property acquired after the financial crisis.

SPVs, QIAIFs and ICAVs. They’re acronyms only corporate wonks could love. But they have entered the lexicon of the Dáil in recent months as Opposition members have highlighted how these corporate structures have been used to great advantage by so-called vulture funds to minimise taxes on property bought at bargain basement prices in recent years.

So, what are SPVs for starters?

As the State targeted international firms into the IFSC in the 1990s, the Irish Taxes Consolidation Act, 1997, contained measures to allow banks, private equity firms and companies to set up corporate structures to pool assets and sell debt off the back of them. This is known as securitisation.

Section 110 of the Act allowed companies holding all kinds of financial assets, from greenhouse gas credits to aircraft, to be set up in a way where they typically generated very little taxable income.

Of course, companies linked to the vehicles further up the chain were ultimately liable for tax, but they were often abroad. Ireland, after all, has double taxation agreements in effect with 70 countries, from Australia to Uzbekistan and Zambia.

There are some 1,500 SPVs and close relatives, known as financial vehicle corporations (FVCs), based in Ireland. They generated little domestic attention over the years save for when the odd one blew up, such as when two SPVs linked to German bank Sachsen Landesbank, laden with US subprime loans, imploded in the IFSC in 2007 and resulted in the lender receiving an emergency €17 billion German state-backed bailout.

Even news that the Central Bank was beginning to look under the hood of the unregulated SPV industry last year amid a global hunt for risks in the world of “shadow banking”, or non-bank financing, generated little interest.

But when it began to emerge that US firms such as Cerberus, CarVal, Goldman Sachs and Davidsom Kempner had used SPVs to scoop up Irish property in an extremely tax-efficient way that the Government came under pressure to do something.

Minister for Finance Michael Noonan moved in early September, introducing proposed laws to tax Irish assets held in SPVs at the 25 per cent rate that applies to securitisation vehicles. However, the net haul is expected to be relatively low as there are many exemptions.

And what about QIAIFs and ICAVs?

Qualifying investor alternative investment funds (QIAIFs) were introduced in 2013 and Irish collective asset-management vehicles (ICAVs) in 2014 to make Ireland as tax-efficient corporate structures for international funds.

There are almost €2 trillion of global assets held in Irish domiciled funds, and the State has always been keen to be at the forefront of establishing structures to encourage this type of activity in the IFSC. Some 13,000 in Ireland are involved in the administration of investment funds, according to the Department of Finance.

However, the use of these fund structures in recent times to hold Irish property assets, including reports that businessman Denis O’Brien used an ICAV in relation to the LXV building on St Stephen’s Green which he sold this year for €85 million, has sparked criticism in the Dáil.

Noonan has promised to deal with QIAIFs and ICAVs in the upcoming Finance Bill. However, his department has been subjected to massive lobbying as funds argue that they paid hefty prices for assets after the crisis after factoring in the tax breaks.

Some argue that targeting vulture funds could kill off the recovering property market.

PricewaterhouseCoopers estimates that Irish real estate represents just 0.55 per cent of total assets in funds domiciled in this country. And while the Government has made it clear that it is only targeting Irish property, managers of funds holding other types of assets may become increasingly concerned about legislative and regulatory certainty in this country.

So, what will targeting these structures generate?

Department of Finance estimates published last week put the tax haul from targeting SPVs, ICAVs and QIAIFs at €50 million in 2017, which suggests that there will be plenty of exemptions to the rules.

However, a spokesman for Noonan said that the figures were “prudent” and that the Minister “has been very clear about his intention to close any loopholes in this area”.