 The other thing that I do as well as teach here is for the last 16 years I've worked for the International Monetary Fund in their legal department, or for their legal department, as an external. And so I tend to go to developing countries and help them with tax reforms and draft on tax laws. And so that does inform a lot of the way that I actually teach and what I write about. For me, I think that corporate law and corporate tax law are symbiotic. It's probably very obvious that from what I've just said, it makes sense to know something about corporate law if you're going to pretend to teach corporate tax law. But I think also that the tax law in many ways drives lots of difficult issues at corporate law, especially when it comes to corporate decision making. And that's no more obvious these days than in all the fluffles that's gone on in the press in the last couple of years with the likes of Starbucks and Google and Apple and Amazon and Caterpillar and the list goes on and on and on. That have all been the subject of public inquiries in different forums, whether it be here in the UK or in the US or before the European Union or in Australia or just about anywhere in the world have been big questions over what are these companies actually up to. Personally, I don't think it's very difficult and I wouldn't present it to you if it was difficult. And from my perspective, the sort of advice that I end up giving for the IMF, we're more worried about in recent years at least, mobile, mobile and Shell and BP and Statoil and BHP Billiton. And the big question is, are they actually raping and pillaging the developing world? And it's not so much that I want to get involved in an emotive topic like that, but the question is one of how and why might issues actually arise as to what it is that they're actually doing. And how do they actually do it? And not surprisingly, it all just comes down to the corporate fall and actually it all just comes down to the artificiality of the corporation. And so what this course does is it tries to sort of not get at those sorts of very, very sharp ends of tax planning, but actually pulls back from my experience into what the actual fundamental issues are that end up driving companies to make decisions to set up companies and tax havens. And these things don't have to be looked at in the international setting. It's enough that you actually look at it in the domestic setting or in a sort of a contained setting to be able to appreciate what the impact of tax can be. And especially when it's interfaced with these things that we actually call corporations. So as I say, what this course is really about is it focuses on the interface between corporate law and corporate taxation. And particularly, it's looking at the sorts of issues that arise in taxation, which have an impact on corporate decision making. So to me, that's the critical thing. It presumes no understanding of tax law per se. As a matter of fact, the opposite is probably true. I don't expect you to know anything about tax before you start doing the subject. But I presume that you've all studied corporate law at a sort of basic level so that there's a presumption and that respect. And believe me, when you teach tax students purely, you can't presume that they know corporate law or any other type of law. So it's not and there are no topics that are covered in this course, which are what I would call pure tax topics that are only sort of tax. So it's unfortunate that tax liabilities and things like that are not not in the context of this course and tax rules that apply equally to to everybody in the community, including individuals or corporations. Those things are not covered. We're looking at the specific rules that are actually required in a in a tax law precisely because we're dealing with an artificial entity. And so and the approach is again, it's a comparative one, although it is obviously that the issues that we're going to come up with are conceptual issues that come back to the to the nature of corporations and the way they're financed and the way they actually, you know, the way they interface with other people, especially their controllers, that's what we're that's what we focus on. But we will look at that in the context of the corporate tax systems of the US, the UK and Germany as sort of archetypal systems. As for the contents of the course, what tax laws are viewed as incredibly complicated. And I think the reason why that is is because of the way that they interface with the rest of the legal system. And that's quite simple. So a tax law simply can't rewrite every transaction that ever exists in the in the economy. And so it must actually take the legal system as given. And then it seeks to attach tax consequences to those to that legal system and the characterization, for example, of transactions and the legal effects of transactions that that the general legal system gives us. The reason why tax laws are so complicated is because sometimes, especially in the context of corporations, the tax law or the policymakers decide that they don't like what the actual outcome of the legal transaction is. And the tax law tries to rewrite it. And it's that inconsistency between the general law in the context of this course, corporate law, it's the inconsistency between corporate law and tax law that actually causes the biggest problem. And most of that interface is quite simple. It is all to do with the artificiality of the corporation. And it is the question, big question, the big issues is in what circumstances is the tax law going to lift the corporate value? You know, that's what I get out of teaching corporate law as opposed to corporate tax law is that it, you know, to me, that's that's what it's all about. So when we actually look at look at that, what does that actually mean the context of what we're looking at here, which is which is the course focuses on profits taxation. So corporate income tax. To me, there are three fundamental artificialities of the corporation that absolutely invade and drive all corporate tax laws, corporate income tax laws. One is when the company derives the income in the first place or derives the profits, earns the profits is the fact that we're dealing with an artificial entity. OK, so that's artificial number one is we have an artificial person that driving income. That causes big problems. The second artificiality is when companies discredit dividends, because all tax laws tell you that that is income. And yet when you listen to the word dividend, it's just a division. So how is that income? How is that a new source of gain? And so the problem with the second artificiality is dividends as a separate source of income that's going to recognize like that. The third artificiality is is is really invades the complexity of tax laws, which is the artificiality of shares as assets separate from the assets that are actually held by the corporation itself. After all, the shares are merely a reflection in terms of value. They're merely a reflection of what's going on at the corporate level. When you get that cascading down multiple levels of of chains of corporations related corporations, it causes massive amounts of complexity. You don't have to deal with that complexity in this course as such as opposed to understand what the issues are and how and how how that drives matters. So the course is then structured broadly around those three artificialities in the context of seven simple problems, which are the focus of the sort of discussion in the in the in the classes. So, you know, when we're dealing with when income is derived, the first artificiality, we're largely looking at the tax treatment of retained profits. And in particular, looking at, you know, what is a corporation? Does the does the tax law respect the corporate value even in terms of identifying the taxpayer? How do we calculate corporate profits? And what's the relationship between taxable profits for tax purposes and accounting or financial reporting purposes? How the tax law is actually interface with that sort of the issue? What what's the impact of corporate groups? I mean, with with accounting, of course, in financial reporting, you can collapse the identity and have consolidated accounts. How does the actual tax law deal with group companies? So there are sorts of first issues. Second one with respect to the artificiality of dividends as a source of income is we inevitably have to define what is a dividend and what are, you know, what are shares as opposed to other types of investment, especially debt. So there's a whole sort of characterisation of the way in which corporations are financed and whether that's actually respected for tax purposes, not surprisingly, often not. And then, of course, the second thing is that if you do identify dividend, if you've already taxed the profits, are you going to tax the dividends as well? Because there's there's economic double taxation involved there and and what should be done about it? When we're dealing with shares, then you're getting to all sorts of other issues that that you'd be familiar with from corporate law. You get you come up with issues revolving around what happens when a company is incorporated or when it issues new equity in terms of transfer of shares, you know, how a how a takeover is actually treated and what's the impact on what I would call the corporate tax attributes that that survive a takeover, such as carrying forward corporate losses. What about capital reductions and share by tax and liquidations? How does the tax law actually deal with those? And then we get into things that I would call variations of share interests, which are largely things like bonus shares, issues of bonus shares, convertible notes and options and mergers and demerges towards the end. Again, not to get down into the detail, but to see what the conceptual issues are and how countries would approach a basic problem in all of those areas in the whole context of the whole course. There are some just some basic fundamental questions which come back to the nature of a corporation. One is whose income is this? And you can imagine that with an artificial entity. That is a very difficult question. The next one is how much is the actual income because through transactions, especially between related parties, you can actually change the value of the of, you know, and who the income arises, which entity the income arises in. Another one is when is the income derived? There is an age-old adage, if you can't avoid tax, then defer it. And how do you do that? We do it through the use of corporations all the time, especially the sort of delay, dividend trap sort of scenario where you don't distribute profits. And then the final question is what is this for? What's the character of the income? And the reason why that is important is because different tax consequences attach to different types of income. And again, you use corporations to change the character of income. When somebody tells you that you're going to structure a deal and you can structure it in different ways. What does that mean for tax purposes? It just means you're going to change the character of the payments and the income that's derived under it. And by doing that, you're going to change the actual tax consequences. And that sort of, you know, these are the fundamentals of tax planning, which is what this course is about. So the course is taught over four hour sessions, which sounds like the last presentation was the same. And it starts on the 24th of October and runs and finishes on the 21st of November on Fridays. Starts at nine in the morning, goes to 1 p.m. I've done that in the last two years. Everybody says that it's no enormous chore to do the four hour sessions. I certainly another venues I teach for much longer than even that on some days. So I don't think that's an issue. There's one day missing there. If you do your calculations, that's because I have to be in Cape Town that week. So I can't teach on that day. So that's that. There will be a revision session up until you prepare for the exam. The exam is on the 11th of December. And it's a two hour exam in the usual format. And there's now a couple of exams include three. I think there's two actual exams. And one example exam on the website, which you never look at to see what that would look like, is open book and and there's typically four questions and you have to answer two. So that's one hour per question. You wouldn't get a question on a particular tax system. These are more about sort of some of the problem style questions and some of the essay or book work style questions, depending on what you prefer. You can give you a choice, but you're sort of asked to illustrate your answer by reference to what some of the countries actually do. That's the that's the approach. How do you do that? Well, this is the text for the for the book. And it's a book that I wrote and it was published last year. And you can actually take it into the exam. So it is sort of the information background. I mean, you can go and look at the tax laws themselves if you so desire, but there's nothing to do with the information of this book for that purpose. The this is effectively verbatim extended version of the notes that I traditionally used for this course. I mean, it's a set of people pitching it in various forms for a long period of time. So which is extremely useful. I think it's very relaxing when it comes to the actual presentation, then, because providing you've actually done the reading, you've got all the background and then we can just in class discuss the actual problems and and and the issues that actually arise as opposed to sort of trying to actually direct the content. So that's that that's that. And I think that's pretty much well it. Obviously, the handout is available now. I just checked and the slides that I will use for the course, which will drive the discussion in the classes available on the website. The first introduction section of the book is on the website as well. So if you're just thinking about it, shopping around at this time, it's quite natural, then go and have a look and have a bit of a read and see if it takes your fancy. And I think that's about it. As I say, all the material is actually already there, ready to roll. So there's plenty of work if you're, you know, if you don't like relaxing here at the start of your course, we're not starting till the 24th of October. So we've got a little while yet, but there's certainly plenty of work you could do if you so desire before that. So, any questions? I've got all sort of typical questions that are asked here, but maybe I'll just leave it to you.