CBS'S LEGAL EAGLES
WHAT'S NewS Issue 1 January 1996
partnership
15
Although the specialists who take care of the legal and tax aspects of our
activities are not on the CBS payroll, the 25-strong staff group of Rabobank
lawyers, para-legals and support staff in Utrecht is an integral part of our
international wholesale operation and as such works closely with lawyer-
colleagues in various overseas offices. What is their role and how can they help
us? All is explained by legal and tax chief Dick Schijf and his deputy, CBS's
general counsel, Kees Oosterholt who head up our colleagues-in-law.
Officially, the legal and tax department falls
under Rabobank Nederland - the umbrella
organization to which CBS belongs. 'But in
tact,' says divisional chief Schijf (left), 'the
people in this dedicated team really feel like
CBSers. Just to give you one example here.
When international is looking at a potential
new location, we're in there from the very
start because it is vital to identify the right
legal form for such a presence. The final
choice on whether an operation is a
branch, a subsidiary or a stand-alone entity
is influenced by a lot of factors. But the
legal and tax conditions are of major
importance.'
DEEP POCKETS
According to Schijf and Oosterholt (right),
establishing a separate legal entity is
generally preferable to setting up a branch
or fully-guaranteed subsidiary 'for the
simple reason that the latter reach directly
into the deep pockets, or assets, of the
parent organization,' Oosterholt laughs.
'Branches and subsidiaries can affect the
health of the bank itself. So you have to be
very careful to get the right structure in the
right place. On the other hand, it is very
important for our operations abroad to be
able to tap into the Triple-A status. To do
that, they have to be a branch or
subsidiary. We aim to find a compromise
solution that gives us the best of both
worlds.'
FISCAL OPTiMIZATION
Taking care of basic legal and
fiscal requirements is only a
first step. Once a new
location has been decided on
and a manager appointed,
CBS's lawyers then ensure he
or she has the right local legal
and fiscal support. 'That's
also essential,' Schijf
confirms.'But no operation
stands alone. It's always part
of the huge international
network. So our involvement
continues. You can't expect a
general manager to be
working on global fiscal optimalization
when he or she has an operation to run.
That's our job and it is primarily the
responsibility of Jan van Veenendaal, head
of the department's taxation section.'
HOSTILE ENVIRONMENT
Just as important, according to Kees
Oosterholt who recently joined the bank
from Mees Pierson, is the added value
support his team can provide in
tr-ansactions. 'Lawyers and fiscal specialists
today have to be extremely creative people,'
he says. 'Over the last five or ten years,
legal components have become much more
important in the commercial field. Today's
overall risk management focus means you
can't afford to ignore them. Transactions
now are far more multinational. And the
more countries involved, the more
legislation there is to deal with. So, from a
legal perspective, the environment our
commercial people operate in is under a lot
of scrutiny.'
CHANGING ROLES
Schijf believes the role of lawyers has
changed as a result. 'I think there is a
growing perception that we have a lot more
to offer than simply coming in to cope with
disasters. That is the way it used to be.
Now, a creative, innovative account
manager in, say, structured finance, will be
working with us from the very beginning
on a new deal. And that is how it should
be. Wherever they are based, we want to
ensure account managers have a solid legal
structure underpinning their activities. But
we also want them to know we can
facilitate new structures and products they
are trying to develop.'
MAKING IT LEGAL
Oosterholt agrees. 'Given the legal and
fiscal complexity of most cross-border, and
even domestic deals, we can offer valuable
assistance to our commercial colleagues.
Part of our job is to stimulate legal-
mindedness in CBS. We don't just want the
commercial people to call us and ask: Can I
do this? And for them to hear: No, you
can't. The greatest challenge for any lawyer
at this juncture, and that applies especially
for our team here, is to reply: No, you can't
do it that way, but you can do it this way.
That's what I mean by creativity.'
TECHNOLEASE
Anyone who doubts the creative input of
CBS's colleagues-in-law need look no
further than the now internationally famous
Philips and Fokker techno-lease deals.
'These were completely new products,
structures,' Schijf emphasizes. 'And they are
products, totally tax-driven products,
developed in real cooperation between our
commercial, legal and tax people. No single
department could have pulled this off
without the assistance of the others. The
same applies to the Amylum deal Rabobank
Belgium did not so long ago. In fact, it
shows the international network also knows
where and when to find us.'
SLEEP EASY
According to Oosterholt, creative account
managers know how to get the best out of
the legal and fiscal department. 'They
understand our role is that of a facilitator.
Besides basic support, we are here to help
the commercial people sleep easier because
we take care of the legal and fiscal aspects of
their work which are an integral part of any
business deal today.'
A complete overview of how the legal and
tax department can be of assistance can be
found in the CBS international offices
manual which will be circulated in the New
Year.
■■I JURIDISCHE FISCALE ZAKEN
De 25 collega's van de Stafgroep
Juridische Fiscale Zaken die zich inzetten
voor het CBB worden steeds meer gevraagd
bij het ontwikkelen van speciale produkten
en fiscale deals.Voorbeelden van
succesvolle adviezen zijn o.a. de techno-
leases voor Philips en Fokker.
