SOPHIE BORENSTEIN –Partner - Head of the Tax

SOPHIE BORENSTEIN –Partner - Head of the Tax Department of KGA Avocats
T: +33.01.44.95.20.01
E-Mail : [email protected]
EMPLOYMENT HISTORY
December 2003 up to now:
Reed Smith, law firm (previously Richards Butler, merger in
2007), Paris, Partner, tax lawyer and head of the Tax Department of the
Paris office. Areas of work: French and international taxation (further
description in appendix 2)
September 2002 to December 2003:
Omnicom Europe Ltd (media, advertising and public relations),
London (UK), tax manager Europe-Asia-Africa. Areas of work:
International taxation (further description in appendix 3)
July 2001 to September 2002:
Andersen (organization JDP), law firm, Hauts de Seine (France),
senior lawyer within the tax department. Areas of work: French and
international taxation (further description in appendix 2)
January 1999 to July 2001:
Landwell & Associés (PricewaterhouseCoopers), law firm, Paris
(France), lawyer within the tax department. Specialization in transfer
pricing (further description in appendix 2)
June 1998:
Paris County Court (« Tribunal de Grande Instance de Paris”): 12th and
29th magistrate court (12ème et 29ème Chambre) (1 month)
January 1998 to end May 1998:
Clifford Chance, law firm, Paris (France), within the Company
department (5 months)
June 1997 to end August 1997:
Clifford Chance, law firm, Paris (3 months)
September 1995:
Klein, Goddard et associés, law firm, Paris (1 month)
July 1995:
Branquart, Tordjman, Maillard et Associés, law firm, Paris (1 month)
QUALIFICATIONS
December 1998: Lawyer diploma (“C.A.P.A”). Law School attached to the Paris bar (“EFB Paris”). Taking the oath before
the Court of Appeal of Paris
Thesis on « the choice of the unilateral sale agreement (« Mémoire sur le choix de la promesse
unilatérale de vente lors de la vente d’un bien »).
June 1997:
Post graduate diploma specialized in the taxation of companies (« D.E.S.S. Fiscalité de l’Entreprise»)University Paris IX-Dauphine.
Thesis on “the final system of the European VAT” (Mémoire sur “le régime définitif de la TVA
européenne”).
Thesis for the admission to this post-graduate one-year on « the influence of the community law on
the French law as regards income tax » (« Mémoire d’entrée au D.E.S.S. sur :
« L’influence du droit communautaire sur le droit français en matière d’impôt sur le revenu »).
June 1996 :
Master’s degree specialized in tax and corporate law (« Maîtrise de droit des affaires et fiscalité ») University Paris II-Assas. (Thesis on « the putting into administration of the Comipar group » - «
Mémoire sur la mise en redressement judiciaire du groupe Comipar”).
June 1995:
Bachelor of law (« Licence de droit ») - University Paris XI-Sceaux.
LANGUAGE
English: bilingual
PROFESSIONAL ASSOCIATION MEMBER
- International Fiscal Association (IFA) / Institut des Avocats Conseils Fiscaux (IACF) / Tax Committee of the European-American
Chamber of Commerce (EACC) / European Estate and Planning Skills Group (EPSG)
1
APPENDIX 1: PUBLICATIONS, LECTURES AND COURSES
I.
Publications (in French and English) and interviews

Book: “Fiches de droit fiscal international - Rappels de cours et exercices corrigés” (a book co- written in
French), Editor: Ellipses, 28 June 2011

Official correspondent for France of the American editor Tax Analysts (Tax reviews: Tax Notes International and
Worldwide Tax Daily) since June 2009

Articles and interviews

“France Enacts Public Register of Trusts,” Tax Notes International, 20 June 2016

“CbC Reporting Tops Tax Measures in French Finance Acts," Worldwide Tax Daily, 14 January 2016

Interview by the French newspaper Vision Patrimoine (online magazine for the private bank Caisse d’Epargne :
«Prélèvement à la source :des interrogations », 28 October 2015

« La parole à... Sophie Borenstein, associée en fiscalité du cabinet Reed Smith : Les actions gratuites relancées par
la loi Macron », L’Agefi Hebdo, 15 October 2015

"France’s New Macron Law Offers Advantages for Qualified RSUs," Tax Notes International, 5 October 2015

“France’s New Criteria for the Commercial Vessel VAT Exemption,” Tax Notes International, 3 August 2015

Interview by the French newspaper Vision Patrimoine (online magazine for the private bank Caisse d’Epargne) on «
Comment bénéficier du nouveau crédit d’impôt pour la transition énergétique ? », 24 May 2015

Interview by the French newspaper Dossier Familial (magazine mensuel du groupe Crédit Agricole) on
« Ne confondez pas déduction et réduction », May-June-July 2015

“CJEU Rules Against France on Social Contributions on Capital Income “, Tax Notes International, 6 April 2015

Interview by the French newspaper Les Echos on « Contrôle fiscal – Comment l’administration choisit ses cibles ? »,
3 April 2015

Interview by the French newspaper Investir on « Contrôle fiscal – tout ce qu’il faut savoir », 3 April 2015

Interview by the French newspaper Le Figaro Magazine for their week-end edition on “Transmission: le big band
des successions internationales”, 17-19 October 2014

Interview by the French newspaper Dossier Familial (monthly newspaper of the French bank Crédit Agricole) on
“L’Avis d’Expert: Services à domicile”, October 2014

Interview by the French newspaper I comme Info on “L’Avis d’Expert: Services à domicile”, October 2014

Interview by the French quarterly newspaper Les Echos Patrimoine on “Emploi à domicile” and on
« Financer le cinéma avec les Sofica », September – November 2014

“French Government Confident of Tax Amnesty's Success”, Worldwide Tax Daily, August 13, 2014

Interview by the French newspaper Le Monde for their website Lemonde.fr on “Services-a-la-personne- ce-qui-vachanger-au-1er-septembre”, July 25 2014

“ECJ Advocate General Clarifies Place of Supply in French VAT Case," Worldwide Tax Daily, July 22, 2014

“French Lawmakers Reviewing Revised Finance Bill," Worldwide Tax Daily, 17 June 2014
2

“French Tax Authority to Finalize Guidelines for Anti-Hybrid Financing," Worldwide Tax Daily, 13 May 2014

« Bilan récent des OPCI », Analyse Financière n°51, April-May-June 2014

Interview by the French legal magazine Les Petites Affiches on 10 March 2014 : “Plus-values immobilières perçues
par les residents suisses”

Interview by the French newspaper l’Agefi Actifs on 30 January 2014 : « On retiendra l’extension de l’action en
recouvrement à l’assurance vie »

Interview by the French newspaper l’Agefi Hebdo on 16 January 2014: “Immobiliers de bureaux : un excès d’offre
»

"France Enacts Amended 2013 Finance Act and 2014 Finance Act", Tax Notes International, 13 January 2014

Reed Smith client alert: New changes in real estate taxation, 10 January 2014

Agefi Blog : « Les Sociétés d'investissement immobilier cotées (SIIC) tirent leur épingle du jeu », 27 December 2014

Agefi Blog : « l’optimisation-fiscale-sous-haute-surveillance », 19 December 2014

"Parliament Eyeing New Tax Measures", Tax Notes International, 16 December 2013

“French Parliament Considering New Tax Measures in Supplementary Budget Bill", Worldwide Tax Daily,
10 December 10 2013

“Finance Act Contains Several Notable Corporate Tax Measures”, Tax Notes International, 7 October 2013

“News Analysis: Courts Take Hard Line in Transfer Pricing Disputes”, Tax Notes International, 30 September 2013

“Bank Reform Law Paves Way for FATCA Agreement”, Tax Notes International, 5 August 2013

“News Analysis: The New France-Switzerland Inheritance Tax Treaty”, Tax Notes International, 22 July 2013

“Holland Announces New Antiavoidance Measures”, Worldwide Tax Daily, April 2013

“French Tax Exemption for Commercial Vessels Illegal, ECJ Holds”, Tax Notes International, 1 April 2013

Interview by the French newspaper le Figaro – Nautisme : “Fiscalité des yachts : la France traîne les pieds”, 22
March 2013

“ECJ Advocate General Issues Opinion in French VAT Case”, Tax Notes International, 18 March 2013

“ECJ Issues Opinion in Romanian VAT Case”, Tax Notes International, 11 March 2013

“Finance Act Amends Taxation of Stock Options”, Tax Notes International, 11 February 2013

“Draft Legislation Would Impose New Exit Tax Rules”, Tax Notes International, 7 January 2013

“France - 2012: The year in review”, Tax Notes International, 24 December 2012

“French assets: Sophie Borenstein explains the obligations for trusts with French-located assets”, Trust Quarterly
Review, December 2012

“France Violated Directive on Energy Taxation, ECJ Rules”, Tax Notes International, 12 November 2012

“OPCI : bilan et perspectives”, Analyse Financière n°45, October-November-December 2012

“Guidance Details Disclosure Requirements for Trustees”, Tax Notes International, 1 October 2012
3

“Expatriation fiscale : la tentation de l'étranger sous étroite surveillance”, Agefi Actifs, 15 June 2012 (Interview)

“Fiscalité - l'accumulation des règles dérive sur les contentieux”, Agefi Actifs, 6 April 2012 (Interview)

“French Lawmakers Approve Finance Bill”, Tax Notes International, 12 March, 2012

“Government Publishes 2012 Finances Acts, Amended 2011 Act”, Tax Notes International, 16 January, 2012

“2011: The Year in Review - France”, Tax Notes International, 19 December 2011

“ECJ Advocate General Issues Opinion in French VAT Case”, Tax Notes International, 5 December 2011

"French Tax Reforms for 2012," Le Particulier, 1 November 2011 (Interview)

“European Commission Challenges French VAT Exemption”, Tax Notes International, 24 October 2011

“Supplementary Budget Bill Focuses On Deficit Reduction”, Tax Notes International, 26 September 2011

“Parliament Passes Modified Finance Bill”, Tax Notes International, 1 August 2011

“Ruling Addresses Application of Favorable Stock Option Regime”, Tax Notes International, 20 June 2011

“Government Approves Amended 2011 Budget Bill”, Tax Notes International, 23 May 2011

“Pre-Merger Losses Not Transferable, Paris Tribunal Says”, Tax Notes International, 2 May 2011

“French Tax Credit Violates EC Treaty, ECJ Advocate General Says”, Tax Notes International, 28 March 2011

“Court Clarifies Treatment of Payment to Waive Stock Option Right”, Tax Notes International, 31 January 2011

“Government Adopts 2011 Finance Act, Amendments to 2010 Act”, Tax Notes International, 10 January 2011

“France - 2010 Year in review”, Tax Notes International, 20 December 2010

Publication of an article on “Officials Looking to Cut Tax Benefits", Tax Notes International, Worldwide Tax Daily
and TaxAnalysts, 6 September 2010

"Stock Options Granted by U.S. Company Ineligible for Tax Breaks", Tax Notes International, Worldwide Tax Daily
and TaxAnalysts, 26 July 2010

Interview by the financial French newspaper “Agefi Hebdo” on French REIT, 22 July 2010

"Tax Implications of Pension Reform Plan Clarified", Tax Notes International, 28 June 2010

"European Commission Targets French Tax Rules for Dividend Distributions", Tax Notes International, 21 June
2010

"Court Rules on Taxing Rights Over Gains From Employee Stock Options", Tax Notes International, 3 May 2010

"Constructive Dividends Subject to Tax Under Treaty, Court Says", Tax Notes International, 8 March 2010

"France in Violation of VAT Directive, ECJ Advocate General Says", Tax Notes International, 22 February 2010

"Government Publishes Tax Haven Blacklist", Tax Notes International, 22 February 2010

"Parliament Approves 2010 Finance Bills, Amended 2009 Bill", Worldwide Tax Daily, January 2010
4

"French National Assembly Rejects Amendment to Local Professional Tax Reform
Worldwide Tax Daily

"Tax Bills Submitted to National Assembly," Worldwide Tax Daily and Tax Notes International, 9 November 2009

"Report Offers Glimpse of Finance Bill for 2010", Tax Notes International, 28 September 2009

"New French Incentives Help Corporations Weather the Economic Storm", Worldwide Tax Daily and Tax Notes
International, 24 August 2009

"Are Tax Increases inevitable in France?", Tax Notes International, 10 August 2009

"French Senate Approves Ratification of France-US Treaty Protocol", Tax Notes International, 3 August 2009

“Protocol to France-U.S. Treaty Submitted to French Parliament”, Tax Notes International, Worldwide Tax Daily
and TaxAnalysts, 22 June 2009

Government Considers Shifting Tax Burden to Energy Secto, Tax Notes International, 30 March 2009

Publication of an article on the French Finance Law for 2008 in the three specialized reviews Tax Notes
International, Worldwide Tax Daily and TaxAnalysts

Publication of an article on the reform of the 3% property tax (Amended French Finance Law for 2007) in the
three specialized reviews Tax Notes International, Worldwide Tax Dail and TaxAnalysts

Publication of an article on the liability of the non-French tax residents for withholding tax levied on capital gains in
the three specialized reviews Tax Notes International, Worldwide Tax Daily and TaxAnalysts

Three interviews (2004, 2007 and 2008) for the French Economic newspaper "L'Expansion"
II.
Lectures and courses

Speech to STEP (Society of Trust & Estate Practitioners) in Chicago on US-France cross-border estate planning and
trust, March 24, 2015

Speech during a breakfast client seminar on the French finance law for 2015 and modified finance bill for 2014 (“Loi
de finances pour 2015, loi de finances rectificative pour 2014 – Déchiffrages des principales mesures”), January 29,
2015

Speech during the annual European Congress of the Estate Planning Skill Group (EPSG) in Leuven, Belgium on the
new European Regulation No 650/2012 on jurisdiction, applicable law, recognition and enforcement of decisions
and acceptance and enforcement of authentic instruments in matters of succession and on the creation of a
European Certificate of Succession: the position of France (“le Règlement européen n° 650/2012 sur les successions
internationales : le regard de la France ») , March 28, 2014

Speech during breakfast client seminar on the tax incentives for companies and individuals settling or investing in
Asia (« Installation ou investissement en Asie »), March 18, 2014

Speech during a breakfast client seminar on State aid & Fiscal measures, (“Procédure et Concurrence: Aides d’Etat
et Mesures Fiscales”), January 31, 2014

Speech during a breakfast client seminar on the French finance law for 2014 and modified finance bill for 2013 (“Loi
de finances pour 2014, loi de finance rectificative pour 2013 – Déchiffrages des principales mesures”), January 22,
2014

Speech during a breakfast client seminar on the French finance law for 2013 and modified finance bills for 2012
(“Loi de finances pour 2013, lois de finances rectificatives pour 2012 – Déchiffrages des principales mesures”),
January 31, 2013

Speech during a breakfast client seminar on December 4, 2012 on the tax incentives for companies and individuals
settling or investing in Israel

Speech on French-Belgium trust issues on November 29, 2012 for the Estate Planning Skill Group in Brussels –
Belgium

Speech on « the acquisition and disposal of distressed companies : practice, challenges and risks », 18 March 2008

Speech during a breakfast client seminar on the topic of the Employment and Tax reforms introduced by the new
Sarkozy government, 20 September 2007
5
Legislation",

Several speeches on RSU, stock options, BSPCE, preferred shares (shareholding scheme) for investments funds,
banks and foreign companies

Lecturer to the EFE (French business training organization - "Edition Formation Entreprise") on the tax issues
applicable to OPCI (French unit trust specialized on real estate) since 2008

Lecturer to the SFAF (French Society of Financial Analysts) on the tax issues applicable to OPCI (French unit trust
specialized on real estate) and on French finance law since 2011

Lecturer in International Tax Law at the business school ESSEC for the Specialized Master in International
Management and Business Law" (6th year of University) until 2008
6
APPENDIX 2: OCCUPATION (IN FRENCH AND IN ENGLISH) WITHIN THE LAW FIRM REED SMITH,
THE LAW FIRM ANDERSEN (JDP) AND THE LAW FIRM LANDWELL & ASSOCIES
(PricewaterhouseCoopers)
- International tax and transfer pricing

Structuring cross-border acquisitions, dispositions, restructurings and JV

Representation of foreign clients investing or relocating in/to France and French clients investing or
relocating abroad

Advice to multi-national clients (tax treaty analysis for individuals, artists, sportsmen and models; tax advice
on IP rights)

Advice to foreign private equity and hedge funds and their general partners and managers for their French
investment (LLP taxation, PE issues)

Advice to companies on permanent establishment issues in France and abroad

Advice on intercompany agreements (services, management fees, license, cost-sharing, and treasury
agreements)

Advice to banks and trustees on CRS and FATCA

Tax advice on employee benefits, executive compensation and employment arrangements (stock-option, BSPCE,
RSU) for foreign companies and employees

Drafting French sub-plan for stock options and RSUs

Drawing up of transfer pricing documentation files for international group;

Audit and implementation of transfer pricing policy (for instance, profit attribution method, determination of the
allocation keys as regards management fees, etc.)

Functional analysis (analysis of the functions performed, risks borne and intangibles held by French companies of
international groups)

Study and comparable searches – Financial analysis – Drafting of economic reports

Review and analysis of existing agreements in a transfer pricing perspective (for instance, in an aim of validation
and/or determination of the intra-group prices)

Professional advice on the advance pricing agreements
-
Corporation tax

Advice on general corporate taxation (general corporate tax issues, VAT, research tax credits, local business tax
issues, tax optimization and tax management of French and foreign groups)

Assistance on transactions relating to acquisition, restructuring, reorganization and recapitalization of companies,
which have included merger, acquisition, partial merger, transfer of shares, increase and reduction in capital,
increase in capital followed by a dramatic reduction in capital, forgiveness of debts, lease-management agreement,
and creation of intermediate holdings

Tax due diligences

Legal and tax structuring of transactions

Advice on French tax consolidations

Tax advice in the LBO/MBO/venture capital and private equity fields

Drafting of agreements (License agreement, management fees agreement, clauses relating to the determination of
transfer pricing, determination of the amount of service fees and commissions, cost sharing and treasury
agreements, etc.)
-
Financial taxation

Tax advice on Exchange Traded Funds (ETF);

Drafting of the French tax part of a Prospectus on ETF;

Tax advice on the tax treatment of repo transactions (sale and repurchase agreement).
7
-
Wealth planning

Advice and assistance on estate planning and on the reorganization of family companies and French investments

Assistance of high net worth individuals and families for their special needs as regards estate planning and trust

Advice in life insurance planning

Assistance on trust issues (trustees, settlors and beneficiaries)

Advice and assistance of French and foreign individuals on their French and international wealth management

Tax regularization (voluntary tax adjustments) of individuals

Assistance on cross-border successions (inheritance issues)

-
Tax compliance
Advice banks and trustees on CRS and FATCA
Maritime taxation

Advice and assistance in the structuration of acquisition and financing of boat

Advice and assistance in the structuration of acquisition and transfer of yachts for foreign companies or foreign
high net worth individuals

Assistance on tax and customs issues related to yachts

-
Customs issues
Assistance in relation to the retention by the customs of food products (custom duties issues)
Real estate taxation

Tax advice on real estate structuring (investment funds, sovereign funds, private companies)

Advice and assistance of domestic and overseas clients investing in or developing or selling real estate in France

Advice of promoters

Advice on VAT
-
Employee benefits

Tax advice on Employee profit-sharing and incentive plans, notably in case of companies restructuring

Tax advice on employee benefits, executive compensation and employment arrangements (stock-option, BSPCE,
RSU/free shares) for French employees of foreign companies and for foreign employees of French companies

Drafting of the tax part of stock option/RSU/ BSPCE plans
-
Tax litigation

Tax litigation, pre-contentious procedure, contentious procedure, and defense speech for companies and
individuals

Assistance of French companies in order to obtain advanced French rulings for their operations in France
8
APPENDIX 3: OCCUPATION WITHIN OMNICOM EUROPE LTD, EUROPEAN HEADQUARTER OF
OMNICOM GROUP INC - USA
All tax activities for a big and international group, including in particular:

Transactions relating to acquisition, restructuring, reorganization and recapitalization of companies: setting-up,
follow-up and checking of transactions and formalities needed in the different countries involved (mainly in Europe,
i.e. in the UK, Germany, France, Italy, Spain, Portugal,…, but also in Israel, Czech Republic, Russia, Poland… )

Transfer pricing (review of the transfer pricing policy applied within the group)

Advice on structure changes taking into account the fact that the parent company is US (as regards mergers,
acquisitions, partial mergers, transfer of shares) and advice on structure changes further to the important reform
in Germany insofar as some major holdings were located in Germany (previous structures that have been set up in
a tax optimisation perspective have been challenged by this reform)

Advice on all tax aspects (corporate income tax, VAT, duty fees, tax consolidation…) for the group agencies in
Europe, Asia and Africa

Advice relating to the tax consolidation in France (setting up, follow-up and review of French tax consolidation,
drafting of legal documents…)

Tax compliance (adaptation of Belgium accounts / tax returns to UK tax compliance within the scope of UK
consolidation; review in France of the tax returns)

VAT tax planning (advice, drafting and review of agreements)

Advice given to the agencies located in Eastern Europe as regards VAT (further to the accession of these countries
to Europe)

In-house tax audit in the French agencies (corporate income tax, business tax, vocational training, VAT)

Tax audit (follow-up in France of current tax audits in agencies, drafting of answers to the tax adjustment
notification, drafting of claims before the French tax administration and before the “administrative Court”)

Review and analysis of existing agreements (as regards management fees agreements, services agreements, licence
agreements, French letters of dismissal with regard to the tax issues …)

Drafting of agreements (services agreements, management fees agreements, licence agreements, management
agreements…)

Drafting of legal documents for transactions made in France

US tax reporting relating to the financial results of the foreign subsidiaries (for US tax return 5471) : training, advice,
review, follow-up and checking in Europe of the documents to be prepared for the US tax administration, taking
into account the fact that the whole group is consolidated (accounts, tax returns, tax audits, very detailed
information related to the company). This has been done in close collaboration with Omnicom Inc. and
PricewaterhouseCoopers in the US

Professional advice on the taxation and social issues relating to seconded and expatriated employees in foreign
countries in order to avoid the creation of a permanent establishment (secondment of advertising executives from
a UK company to France and to Czech Republic, expatriation of company director from France to the UK
9