Pfizer and Astra Zeneca – the spirit of the law

I’ve spoken this week at the Praxity conference in Heidelberg and had a number of discussions there about the Pfizer bid for Astra Zeneca. The structure of the bid is to create a Topco which has a US listing (presumably to avoid flow back of shares) and US headquartered, with a UK corporate registration and tax domicile.

The question is how does this accord with the letter and spirit of the law in each of the two jurisdictions?

To test this let’s consider some alternatives.

How would the US Treasury view another transaction with similar US facets but  with tax domicile and corporate registration in say Bermuda? Would it take the same view? And if not why not?

How would the UK react to a UK Headquartered and listed Topco with tax domicile and corporate registration in Bermuda again?

What is the letter and the spirit of the law as it applies to structures like these? Or is it different if tax domicile is in an OECD country rather than a tax haven.

Answers on a postcard!

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