Ambase Corporation, f.k.a. The Home Group Inc. - Page 45




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          and contemplated coverage for transactions involving what were              
          essentially conduit devices.  The legislative history indicates             
          that Congress was concerned about the impact on the economy of              
          the Netherlands Antilles if the use of finance subsidiaries                 
          incorporated there were terminated too abruptly.  Congress                  
          therefore intended to effect “a gradual and orderly reduction of            
          international financing activity in the Netherlands Antilles”.              
          General Explanation at 393; see also S. Prt. 98-169 (Vol. 1), at            
          420-421 (1984).  Repeal of the withholding tax on pre-existing              
          obligations was rejected because it                                         
               could have prompted U.S. corporations that had                         
               previously issued obligations through Antilles finance                 
               subsidiaries in an effort to avoid the tax to assume                   
               those pre-existing obligations directly and, thus,                     
               discontinue finance operations in the Antilles well                    
               before the obligations mature.  * * *  [General                        
               Explanation at 392.]                                                   
          Congress contemplated that a “gradual and orderly” reduction in             
          the use of finance subsidiaries would be achieved by generally              
          allowing existing obligations to mature under a regime where                
          withholding taxes could be avoided by use of a Netherlands                  
          Antilles finance subsidiary.  Further, the drafters acknowledged            
          that this approach might permit exploitation of treaty exemptions           
          through conduitlike arrangements for a limited period.  As stated           
          in the General Explanation:                                                 
               Congress believed that, while offshore financings                      
               generally should be scrutinized closely by the IRS and                 
               tax treaties should not be used as a basis for                         
               establishing conduits whose existence results in a                     





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