Bloomberg BNA - Ellen Thomas - Stapled structures

Obtaining certainty of being classified as a ‘fixed trust’ is now more important than ever for fund managers as the trustees of most non-fixed trusts are proposed to be subject to a 30% minimum tax from 1 July 2028.

The paper examines key Australian tax issues bearing on the current Australian M&A market including the proposed reforms to Australia's foreign resident capital gains tax regime, the tax treatment of contingent consideration and earnout arrangements, and the use of capital gains tax roll-overs in recent M&A transactions.

The Australian Treasury has released exposure draft legislation detailing the implementation of a 30% minimum tax on discretionary trusts, introducing a new election regime that allows trusts to nominate fixed distribution entitlements and avoid the minimum tax. While the draft addresses stakeholder feedback and provides rollover relief for restructuring, it presents complex compliance requirements, strict limitations on beneficiary variations, and potential resettlement issues that may create challenges

Land tax is an annual tax on land ownership in Victoria, assessed on the total unimproved (which is the value of the land alone, without considering any improvements) value of taxable land that you own in the state.

Australian taxpayers face a challenging paradox where courtroom victories against the Australian Taxation Office often prove pyrrhic, as favorable judicial decisions are routinely neutralized through swift legislative amendments and persistent administrative enforcement. Recent landmark cases involving trust distributions and capital gains definitions illustrate how the government systematically overrides judicial outcomes to protect revenue interests. Understanding this pattern of legislative intervention

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Victoria's Windfall Gains Tax captures up to 50% of land value increases resulting from government rezoning decisions. Understanding when this tax applies, how it's calculated, and what exemptions exist is crucial for landowners, developers and investors assessing project viability or negotiating transactions involving rezoned land.

A new proposed minimum tax on discretionary trusts aims to prevent income-splitting but could inadvertently capture commercial trust structures used by property and infrastructure groups. The definitional challenge centers on what constitutes a 'discretionary trust' and whether the existing fixed trust rules are appropriate for determining scope. Without proper limitations, many multi-layered structures with no income-splitting function may face unintended tax consequences and compliance burdens.

In our earlier article, we examined the Full Federal Court’s decision in Commissioner of Taxation v Bendel [2025] FCAFC 15, which rejected the ATO’s long-standing position that unpaid present entitlements (UPEs) owed to corporate beneficiaries could constitute “loans” for the purposes of Division 7A.

On Tuesday, 12 May 2026, the Treasurer, Dr Jim Chalmers, handed down the 2026–27 Federal Budget. The Federal Budget introduces the most significant tax reforms aimed at reshaping how income and wealth are taxed in Australia. The Government is seeking to rebalance the system by reducing tax on income from work and increasing tax on income from assets, and then using that difference to fund personal tax relief and influence housing behaviour.