{"id":7426,"date":"2023-07-04T10:58:28","date_gmt":"2023-07-04T09:58:28","guid":{"rendered":"https:\/\/www.taxpolicy.org.uk\/?p=7426"},"modified":"2023-08-15T22:28:29","modified_gmt":"2023-08-15T21:28:29","slug":"kc","status":"publish","type":"post","link":"https:\/\/heacham.neidles.com\/2023\/07\/04\/kc\/","title":{"rendered":"The outrageous \u00a350m tax scheme that was KC-approved. Part 2: The Opinion."},"content":{"rendered":"\n
Our report yesterday revealed the scheme<\/a>: it used 10,000 UK companies, supposedly owned by 10,000 Philippine individuals, to claim at least \u00a350m in tax incentives. A central player admits the scheme was fraudulent<\/a>. Today we identify the KC who gave the scheme the green light, publish his opinion, and explain why we regard it as improper. <\/em><\/strong><\/p>\n\n\n\n The KCs issuing these opinions do so knowing they face no downside, and no accountability – that has to change.<\/em><\/strong> <\/p>\n\n\n The scheme was enabled and facilitated by an opinion from Giles Goodfellow KC<\/a>, a well-known tax KC. We are publishing the opinion in full, with our commentary, here.<\/a><\/p>\n\n\n\n Our view is that the opinion was clearly wrong as a technical matter – no court would realistically have thought it succeeded in claiming the intended tax benefits. More seriously, the opinion ignored “red flags” that suggested those involved were not merely engaged in tax avoidance, but that criminal tax evasion\/fraud was a likely outcome.<\/p>\n\n\n\n If you haven’t read Part 1 of our report, please do <\/a>– but to recap: one business was split into 10,000 “mini umbrella companies” (MUCs), with 10,000 Filipino individuals recruited using social media to act as “directors” and “shareholders”. Those behind the scheme then claimed the 10,000 companies were independent, and each one claimed small business incentives – amounting to at least \u00a350m in total. But, behind the scenes, the Filipino individuals were just clicking buttons on a web portal – they weren’t independent at all. The whole thing was a fraud.<\/p>\n\n\n\n We have no reason to believe Mr Goodfellow knew the implementation of the transaction would be fraudulent (and possibly was already fraudulent at the time of the implementation). But why didn’t he spot the obvious red flags? Why did his analysis fail to take into account any relevant caselaw? How did he conclude that the scheme worked, when almost every tax avoidance scheme the courts saw in the last twenty years had failed? And when this was perhaps more egregious than any scheme that had come before a court?<\/p>\n\n\n\n We are calling for the Bar Standards Board to investigate.<\/p>\n\n\n We provide a detailed analysis in our commentary to the opinion<\/a>. But, in short, our view is that:<\/p>\n\n\n\n The job of a lawyer writing an opinion is to predict how a future court would behave: to put themself in the place of a judge, and ask what the judge would do. And that lawyer will be keenly aware of the dismal recent history of tax avoidance schemes when they come before tribunals and courts.<\/p>\n\n\n\n Mr Goodfellow never does this. He approaches each element of his analysis in isolation, never stepping back and considering the complete picture. That picture is an unedifying one: thousands of UK companies, with Philippine directors, each claiming to be independent when realistically they are not. In the words of a senior lawyer who reviewed the opinion, it’s like someone trying to describe a murder scene without mentioning the dead body, the kitchen knife, or the blood all over the floor.<\/p>\n\n\n\n The opinion has now been reviewed by a dozen senior tax professionals – KCs, tax accountants, retired HMRC officials and solicitors. The view is unanimous: no court would have found that the structure worked, and a competent and independent barrister should have known that. Furthermore, the “red flags” raised by several key elements of the structure should have been challenged by Mr Goodfellow, and\/or he should have refused to act.<\/p>\n\n\n\n Why did Mr Goodfellow advise in the way that he did?<\/p>\n\n\n KC opinions can give a very significant advantage to promoters and others engaging in aggressive tax avoidance. In practice, a KC opinion can make it impossible for HMRC to pursue a criminal prosecution against those involved<\/strong> <\/p>\n\n\n\n People entering into complicated commercial transactions will sometimes seek the opinion of a KC. They are typically doing so either because the KC is particularly expert in the area of law, or because the KC is as a practical matter more familiar than the solicitors with how courts assess questions of fact and law.<\/p>\n\n\n\n Tax avoidance scheme participants typically obtain KC opinions for three completely different reasons.<\/p>\n\n\n\n The first reason doesn’t seem to have been the case here – there was nobody to market to. The second and third reasons absolutely were the case.<\/p>\n\n\n\n And note the timing of the opinion: the MUCs started up in 2015, but the opinion was dated 2016, when HMRC started to wind some of the companies up. That is strange, because the opinion is written in the future tense. Why was this?<\/p>\n\n\n\n One potential answer is that the parties sought the opinion to provide a shield against prosecution. Perhaps HMRC had started to attack the structure, the promoters were getting worried about personal and criminal liability, and that’s why Mr Goodfellow was approached? Was Mr Goodfellow told of this background? Or was he lied to?<\/p>\n\n\n The structure continued until HMRC eventually wound it up. The cost to the taxpayer was at least \u00a350m, and potentially much more. <\/p>\n\n\n\n It is possible (but we do not know) that the opinion prevented penalties being assessed on some of those responsible for the structure, and prosecutions being brought against them. That certainly appears to have been a significant motivation for commissioning the opinion.<\/p>\n\n\n\nThe opinion<\/h2>\n\n\n
Why we believe the opinion was improper<\/h2>\n\n\n
\n
Why Mr Goodfellow’s opinion was important<\/h2>\n\n\n
\n
The consequence of Mr Goodfellow’s opinion<\/h2>\n\n\n