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.

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