So this time it's for real, right?
That new diet/quitting that job/getting a small business loan/going to art school/breaking up with that hot but useless boyfriend (I'm looking at you, 25-year-old self).
But then something happens and a valid excuse to avoid your new adventure presents itself. And so we don't do it. That grand, exciting, scary, life-changing thing we were going to do.
Maybe we eat Lean Cuisine at our desks for a few weeks and troll facebook for our next sexual conquest but that's as far as it gets. How do we make that scary leap from thinking about doing to actually doing?
Now, I cannot claim to be a total expert on this. There are many a thing that I'd like to do/am in the process of doing that may never quite fall under the done heading. Opening an Etsy shop, writing a children's book and competing in a triathlon to name a few.
However! I do have a decent track record of actually completing a good number of the seemingly ridiculous/improbable things that I set out to do. Here's what has worked for me.
We all know that putting pen to paper is one of the best ways to make things happen. But taking it a a bit further helps even more; start compiling the information the will bridge the gap between what's inside your head and what's out.
The address of the applications office at the Pratt Institute, sketches of the jewelry you're going to sell on Etsy, pictures of the jungles in Brazil you plan to hike through. It'll start to seem more real the more you look into it.
So now you're doing it: the research, the footwork, the wee, exploratory tendrils of progress. And it's awesome! And you can't wait to tell everybody about it! And you should. Anybody worth knowing will be excited for you and feed your enthusiasm.
Also: you'll be a lot less likely to back out of your plan because everyone you know will be asking you about it. How ridiculous will you feel when your BFF inquires about your progress on NaNoWriMo and you get all "Welllll, I got really busy at work and…."? Shame can be a great motivator, yo.
I don't know about you, but I am exponentially more likely to complete my goal once I've spent money on it. Because then it's for real, for real.
So buy the giant hiking backpack, the expensive paint brushes, a few pieces for your new work wardrobe. You'll see them every day and think about the fantastic new life that you're going to have and make even more steps towards getting there.
Go big or go home, right? When you're really serious about something and you know, in your heart of hearts, that it's the right choice, don't allow yourself the luxury of a backup plan.
Buy a one-way, non-refundable ticket, slide your letter of resignation under your boss's locked door, drop that love letter into one of those impenetrable blue mailboxes. You've put yourself at the mercy of fate and you are going to have so much fun!
I've really found that one act of doing begets another. Once you've published your novella, you know that you are totally capable of moving to Hong Kong on your own. And after you've negotiated a lease in Cantonese, you can't be deterred from starting an import business.
Hiking in Nepal, learning to speak Hindi, touring Paris in four-inch heels – all these things are totally doable, you go-getter, you!
What do you do to help bridge the gap between the exciting plans inside your head and your day-to-day life?
When I decided to go back to school, I listed all of the things that I needed to do and tried to do one thing every day to work toward my goal. My only thing left to do is register (on march 8), but I know what class I'm taking, when it's offered, and I've met with an advisor already. Your small actions create momentum which propels you.
H to the ELLS YEAH.
I'm trying to get things going again after a year of not-so-goodness. I need to print this o0ut and stick it IN MY BRAIN.
Fantastic post, again! Jeeze. I feel like I start all my comments with that now. Anyway, I do have some big plans that I'm having trouble committing to. In the past, I just jumped straight to the "make it irreversible" step without always doing the necessary research or even telling anyone about it. People were starting to think I was some kind of lose cannon. Right now, I'm doing research, research, research, and I'm just starting to tell people about my idea. Thanks for this so-helpful post. I'm putting a star on it in my RSS reader so I can refer to it often, and I'm sharing it with everyone. Roar!
But your tips are great. I am a huge covert of telling EVERYONE what it is that I'm going to do. Why? Because I have a litttttle bit of a problem with pride, so I'd be far too ashamed to back down. Works every time.
Best of luck with the loan!
Love this advice! Especially "make it irreversible." I'm really bad at asking people for things, and I get really anxious. I know the hardest thing is actually opening my mouth and forming words sometimes, even if the stakes aren't TOO high. For instance, right now I'm trying to work up the courage to ask my current roommate if she wants to room with me again next year, but I'm terribly nervous of being rejected. She's very nice, and I know if she said no it would probably be because she already has another plan. The worst thing that can happen is she says no and I find another person. The best case scenario is that she says "yes"– but if I keep being too scared to ask, I'll never know what could've happened.
That's the long way of saying this post is also helping me work up the courage to just do it and get it over with already.
I just read "Life Safari" by Jon Strelecky, a fable about finding and pursuing your "Big Five for Life." One thing the story says is not to ask "how" but to ask "who" – find people who have done what you want to do, see what they did, and there's your road map. I like this b/c asking "how" can make that mountain seem insurmountable ("I'll never have enough money/time/etc."). Cheers!
I've been wanting to lose weight for a long time, so I started a work out blog in addition to my normal one. It makes me feel more guilty if I'm not doing anything, because I know I have readers wanting to see my progress. I'm getting married in July and I'm GOING to look foxy naked. Haha.
Fantastic post! 🙂 I'm thinking of moving to the Caribbean with my boyfriend while he goes to med. school and the thought of the actual DOING is terrifying!
This is a fantastic post, and very motivating. There've been many times in my life where I was afraid to take the next step towards a goal – reading this would have helped me a lot.
I think having a person there to push you along helps–it does with me.
I love music. I listen to it, play it, sing it, write it (though I feel that I am still a bit of a toddler in these latter respects). Sometimes when I listen to a favorite song I zone out and can't focus on anything else, and when I finish writing anything for a song, even just a line or something small, I feel proud of myself.
But, though I could go to school for music, I didn't. I've been taking Japanese instead, because I thought, "Hey, this is something I'm interested in and it's probably more likely to get me established somewhere and then I can do my music on the side."
Though after some time, I realized I wasn't satisfied with this, and fell into a sort of "I don't know why the f**k I'm doing this, but I guess I'll figure it out eventually" state. So I've cried and complained to my boyfriend-roommate many a time (he looks like Cat Stevens).
On Monday, I was studying for my Japanese test and feeling sad so eventually I started crying a bit again. And he said something like (I, er, have a memory like a goldfish sometimes), "Look. I would rather see you take the time and focus on something you enjoy doing over beating yourself up over something like this."
That thought, of quitting my Japanese classes, is scary. Not only do I feel afraid of possibly making the wrong choice, but I am also afraid of of failing. Of feeling like I've failed. To counter this, dear Bryan said, "Your not with your parents anymore; you don't have to worry about that."
And I agree with him. I've held those thoughts all along, that we should do what we dream and f**ck everything else, all those standards, that "you graduate>go to college>get a degree>get a job" rule–throw it out (though, i do think things like college are important and everything works differently for everybody). I don't need that to be happy. I want to be fulfilled, not just satisfied.
So right after that, I looked up classes on my school's website. There's one for learning about recording techniques, and Music and Aural Theory classes that sound like they could be really useful too (though getting into those last two could be a bit sketchy because I don't know about other classes that you have to take and I don't really have the money to take more than one or maybe two). And I got the number for the music office as well.
So, when this semester is over, I'm going to call them and see if we can have a little meeting about what classes would be good to take and such. I don't plan on being a music major (at this point); I just want to learn more about music, so I can get better about it. I'm going to stop taking Japanese, though I'll still teach myself bits on my own. I feel positive about it. This life is the only chance I've, so what not take it the way I want it?
But, uh, anyway, sorry about the mini essay. I just think, without his help I would probably be too scared to make that jump, or it would take me a very long time to do so.
In addition to all that, I've been saving up for the equipment I'll need to record. Writing things down helps a lot too. And exposure to songs/stories I think are beautiful pushes me too, for example, I'm rereading the Fountainhead right now and a lot of times when I see my favorite musicians perform it reminds me, "Hey, remember that thing you wanted to do?"
Er, sorry about the rant!
SV, HOW U GET SO WIZE!?
in all seriousness, you know the felling of walking into a wall? reading this post kind of did that for me, in a good way. its so easy to let life slip away, to get bogged down in a routine of doing nothing and forgetting about all that's really possible. today (perfect! my university closed due to snow! its 2:30 and im still in pajamas!) once i get past miles of homework and am flying on the productivity high, im going to revive my list of what will be accomplished this year. i have to break big goals into smaller steps and get the ball rolling. no quarter-life-crisis for me, please!
Nothing like a nice kick-in-the-pants to put things in perspective. Thanks – I needed it.
This is AWESOME! I feel like I put a lot of these techniques into play as it is, especially the single-minded planning. No need for a backup plan if you're really going to push yourself.
I think its important to remember that even if you fail at an exciting plan that you're really talked up, good friends will always have your back and help you get back on your feet.
I completely agree. In December, after breaking up with my boyfriend (who I was living with, EEEK!), I decided to move across the country to Wellington. I started out by feeling it out, researching the university, places to live, etc. etc. Then I enrolled at the university and transferred my credits from Auckland university so that I could continue with my degree. I found someone to adopt my cat, managed to pack my earthly possessions in my tiny car and drove across the country on my own (my family were difficult and refused to help me). A fair achievement for a 19 year old, I think! Haha it's been a bit crazy, but I'm really independent and my motto has been "if anyone can do this, it's me!"
Sarah, I've said it before, and I'll say it again: I love your posts! All of these suggestions are spot on. SPOT ON.
When I bought myself hard shoes for Irish Dance, which were 175$, it was a signal to myself that I was going to be dedicated and work on it.
Very much liking this! Just began my own "do it" journey, so your post is timely! Thx!
Take things one step at a time and all of a sudden you find you've done that thing that seemed so impossibly difficult!
I definitely need to print this out & post it somewhere above my desk! Such wonderfully practical step for what I'm attempting to train myself to do. I've been making a lot of positive changes in the past year & am really excited about entering a "doing" stage that I want to make stick. Now that I got my head in the right mindset I want to move that forward & get to getting it done!
I am enjoying your site and this is exactly what I needed to read. Thank you.


We've decided how to plan out the floor plan of your restaurant, now we need to decorate it. Here are a few tips and tricks to really bring out the personality of your place!
Starting with the basics, let's talk about color, light and the use of mirrors real quick. The way your place is painted can stimulate hunger or shift your guests mood through the subconscious. Interested in how color can shift your mood? Read a little more on it here but basically there are a few colors that can really help boost the mood in you restaurant. Red and yellow help boost the appetite and surprisingly brown too! Another basic that can really change the atmosphere of your restaurant is the lighting.
Choose lighting that is mainly overhead as to not get in the way and create an ambiance for your place.
If your space is smaller and you dont want guests to feel cramped, mirrors are your hero.
Mirrors will give the feel of a much larger space without actually costing the price of expanding.
Now that we've established the basics lets move into more creative areas.
Having a custom made menu can add character to your restaurant and be a fun snapshot for customers to feel like they are getting a unique experience.
You want to leave a first good impression. Make the entrance to your restaurant one to remember. Put good thought into the area around the entrance by putting thought into your " brand" what is it that you want people to remember you by apart from your delicious food? Is it that your restaurant is family owned? or is it the fact that you are the first to create a specific menu? Make sure to leave enough space so that people can get in a good selfie ( or ten) to help spread the word!
Invest in local art. Whether it's a full wall mural or regularly rotating pieces from neighborhood artists, you can showcase art that references the area and creates focal points that drive the conversation.
Hoping our short and easy tips help you with your restaurant decor!
Next What is food plating?


Every February a cooking contest is held in Dénia. This cooking competition is held at the local market in Dénia and the participating chefs have to cook a dish with red prawn of Dénia as a main ingredient. The winning dish has to be elaborated in a creative way. Chefs from UCCN have been encouraged to participate.


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Kofi Ayim
Connect with Kofi Ayim
Reason Agent Representation Events & Signings Film Rights Foreign Publication Media Coverage Networking U.S. Publication
Kofi Ayim was born in Ghana, West Africa to Akan parents. He is described by both admirers and critics as a traditionalist with insightful knowledge of the culture, tradition and custom of his people, the Akan of Ghana.
He has always been fascinated about the history, culture, and social aspects of ancient Akan people. Trained as engineer with advance degrees in Telecommunications and Transportation, Kofi became interested in reading at very early age. He basically became a self-made journalist writing for Asenta, a one-time African community newspaper in New York City. He is currently the editor of Amandla, a major African community newspaper in the New York area. He has two books to his credit.
Kofi lives in West Orange, New Jersey.
"As a member of the 1st Battalion, 1st Company of the Revolutionary Army, Cudjo clashed with British forces at Yorktown, Valley Forge, and alongside 800 other black soldiers at Monmouth, the largest battle of the war."
THE AKAN OF GHANA
BY Kofi Ayim • POSTED ON March 24, 2015
Ayim (Jack Cudjo, 2011) explores the history and culture of the West African Akan people in this nonfiction work.
Some Akan people live in Ivory Coast, but most are based in southern Ghana. There, they constitute a majority of the population, and their primary tongue, Twi, is its most commonly spoken indigenous language. "The word Akan literally means 'premier,' " the author notes. "Akanfo means 'premier people,' connoting a group of people who consider themselves among the earliest of nations." Tradition holds that the Akan's origins are connected with Pharaonic Egypt, and Ayim offers a comparative analysis of these two cultures as well as of other African peoples in different periods. The author explores the particulars of traditional Akan society, from its foundation myths and history of migration to its distinctive matriarchal structure. The book pays much attention to social organization and rituals, and it clarifies the Akan understanding of the individual, death, and other sociological concepts. Numerous appendices explore further details, including symbology, woven kente cloth, and common names and proverbs. Ghana, like the rest of world, is constantly experiencing cross-cultural pollination; the author describes this as diluting Akan culture, and he argues for the necessity of traditional ways: "The average Ghanaian has been made to understand that drumming and dancing are all that culture is about," he says. "But a well-developed and harnessed culture…could contribute its quota to national development." Ayim writes in a prose style that's formal yet accessible and detail-oriented. The overall tone is scholarly, and the book's brevity and diversity of content make it a serviceable introduction to Akan culture. Its analysis of cultural and linguistic links between the Akan and ancient Egyptians is intriguing even if that connection finally remains murky. The text can be a bit dry at times, but it adequately captures the rich history of its titular people, and it will likely inspire some readers to seek out more information about Akan culture. Readers interested in the history and peoples of West Africa in general, and of Ghana in particular, will find much of interest here.
A thorough and illuminating cultural primer.
Review Posted Online: June 7, 2017
Kirkus Reviews Issue: July 1, 2017
Download Sample Chapter
JACK CUDJO
A black soldier fights in the War of Independence and later finds fortune in Newark.
In his nonfiction debut, Ayim surveys the life and times of "Jack" Cudjo Banquante, a Revolutionary warrior for a cause to which he owed little and a horticultural importer in Newark after the conflict ended. Born the child of slaves around 1723 and probably sold by Dutch traders, Cudjo was purchased by Benjamin Coe of Newark and sent into combat in the owner's stead. As a member of the 1st Battalion, 1st Company of the Revolutionary Army, Cudjo clashed with British forces at Yorktown, Valley Forge, and alongside 800 other black soldiers at Monmouth, the largest battle of the war. Despite the fact that Cudjo's "military record is as obscure as the records of many slaves who sacrificed limbs and souls during the Revolutionary War," Ayim proceeds to weigh all the period documentation about the hero: his service, his later career as a cultivator and merchant of exotic plants, and his marriage and progeny. Thrust into the worldwide nightmare of chattel slavery, Cudjo fought bravely in a war he didn't choose and later became so admirable around town that "even children born in slavery were named after him." More than an account of one man's struggles, Ayim's book is an engrossing primer on the Akan people of West Africa—the horrors they either died from or endured in the trans-Atlantic slave trade—and a meditation on this brutal institution in the Northeast, a region that likes to fancy itself untainted by such barbarity. Of Akan heritage himself, the author proves himself a worthy guide and admirable documentarian on the later dispersion of Cudjo's family as well as the ensuing history of Northeastern slavery. Although "the state of New Jersey officially abolished further importation of slavery in 1786," Ayim tells readers, "yet 74 years later (1860) eighteen slaves were recorded in the census." Subsequent researchers will likely be obliged to the author for the hours he spent fishing pearls from the archives, and readers with an interest in American history of all kinds will encounter a story they should know.
A comprehensively researched and absorbing study of a freed slave's life.
Review Posted Online: Aug. 15, 2017
Kirkus Reviews Issue: Sept. 15, 2017
Jack Cudjo: Newark's Revolutionary Soldier & First Black Businessman
Braun: West Orange author discovers story of freed slave who became Newark's first black businessman

redpajama_set_name: RedPajamaCommonCrawl


As I still had a hire car due to the Fiesta issue (See here) I decided to take Alex down to Goodwood to see his Granddad (My Father in law) at work on the race circuit.
As we drove closer our little Fiesta hire car was surrounded by top marque sports cars. Alex was getting giddy with excitement as he called out all of the names!
We parked up at Granddads house and then walked up to the track. I saw from a distance what I thought was a Jaguar XJ220 in Rothmans colours. Alex meanwhile had spotted a Pagini Zonda which I could not see…. until we got a lot closer to the Rothmans Jaguar…. which wasn't a Rothmans Jaguar… it was the Zonda – It was the paint scheme that threw me, but not Alex!
Tuned Pagini Zonda... as if it needed it!
After the Pagini Zonda the cars kept rolling in… and each one was named correctly by the 3yr old petrol head! He was uncanny – and he was surprising some others that over heard him!
Almost embarrassing were the two times when Alex corrected some adults as to what certain cars were! Luckily being 3 he can get away with it by being cute!
Lord March showed up in… not his superb Aston Martin Vantage, but his "Rat Rod"…. A car a little bit different to the super sleek supercar from Alex's birthday!
After walking around the cars we caught up with Granddad Ian in his office…the hub of the race circuit… The pit lane office… Alex had a whale of a time watching all the cars roll by with me and his Granddad. He was having such a great day!
It looked like we had turned up at just the right time, as Bacon Rolls showed up, so we ate a snack in the pit office – Granddad shared his bacon roll with Alex, and Alex shared his sausages with Granddad!
Alex may have liked the V8 Ford, but I was taken aback by the beauty of this Jaguar E-Type (pointed out, once more, by Alex)… The V12 in this gorgeous machine looked like new – even the little petrol head said it was "Pretty engine" … he wasn't wrong… he has a good eye!
Back in the pit land Graddad got Alex a ride around the circuit on the Tractor – bus that tours the circuit. Once more I was told about the cars tht Alex could see – and in between naming cars he was saying "Thank you Daddy.. Thank you Granddad.." Such a sweet well behaved grease monkey!
It's times like these that the hard times we are going through are made fully worthwhile. I may be driving my wife's purple 1997 Ford Fiesta, I may never own a sports car, but maybe I can get Alex on the path to a better future.


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Businesses Embracing Multi-cloud & Hybrid Cloud to Increase their Operational Efficiencies
Ravindra Kelkar, Senior Director - Enterprise & Public Sector, Citrix India
The profusion in trends across cloud computing is greatly metamorphosing the IT ecosystem in India, thereby exemplifying the rapid enhancement of businesses as well as an optimistic future. Investing volumes in this space, both large corporates and SMEs in the past two years were able to greatly escalate their businesses, procure faster turnaround times, and reduce their operational costs. In fact, the end-user spending on public could IaaS and SaaS in India is projected to reach $1 billion each by the end of 2018, demarcating the evolution of cloud computing as a perfect alternative to traditional IT infrastructure. The hybrid and multi cloud strategies in networking have gained vast prominence due to huge cost benefits and unparalleled efficiencies, besides presenting companies the flexibility to adapt with the emerging trends of the market.
Get inspired by the following excerpts of an exclusive email interaction with Ravindra Kelkar, Senior Director - Enterprise & Public Sector, Citrix India, where he elucidates the acceptance of multi cloud and the role played by networking, particularly SD-WAN, in this scenario.
Kindly cast some light on the evolution of cloud and its role in accelerating business growth.
Having been a part of the digital revolution for the past decade, organizations around the world have been induced to look beyond the traditional methods of using technology. Today, businesses are looking to adopt more cloud based solutions to improve their overall efficiency while also saving the cost of solution deployment and maintenance. Multi-cloud and hybrid cloud solutions can offer this support within the existing infrastructure with minimal interruption.
Cloud today has grown from being just a datacenter; it has opened up a plethora of opportunities for operational efficiency. The capability of cloud to be used in conjunction with technologies like AI and data analytics to drive actionable insights has made it an indispensable tool for most companies. Further, as businesses opt for a steady IT infrastructure, cloud enabled SaaS apps will continue to lead in terms of adoption. This is further validated by Gartner's estimate that SaaS will see a revenue growth of 22.2 percent in 2018 and will continue to remain the biggest segment of the cloud market.
What enkindled you to migrate towards the hybrid and multi-cloud strategies in networking? Could you elucidate on the SD-WAN solutions for a multi-cloud strategy?
While organizations globally have been reaping the benefits of cloud, each business has its own set of strategic priorities. We have noticed that a number of organizations find themselves to be more aligned with either a hybrid or multi-cloud approach. Sensing this business preference, Citrix is dedicated in innovating and providing the right networking solutions in the form of NetScaler that will ensure the support of a strong network infrastructure for a cloud set-up.
Businesses find themselves to be more dependent on multiple clouds in particular due to the flexibility of managing data as well as workloads on either private or public cloud as per their requirement. The increasing acceptance of multi cloud solutions however, brings with it a string of challenges when the data stored on cloud is distributed across various locations. This calls for a strong network that can allow employees to flexibly use and manage a huge data load that is stored on cloud. Therefore, software defined solutions like SD-WAN have been considered as the perfect companion for a multi-cloud strategy. SD-WAN is effectually positioned to provide an added layer of security while managing the difficulties of a cloud based app consumption model. This cost effective solution also assists businesses in prioritizing the most important apps according to their needs.
Having understood the potential for SD-WAN to reshape workloads to create a modern enterprise, Citrix's NetScaler SD-WAN solution is poised to help organizations in achieving this. NetScaler SD-WAN is a comprehensive solution that offers a scalable and reliable network that ensures agility and performance.
In order to safeguard data, conversations have now moved beyond traditional networking to consider the mechanisms that can be set in place to ensure its security
Kindly enumerate your other offerings in the networking and security space.
With the adoption of technology reaching the stage that it has, businesses are constantly looking for new ways of deriving business insights from data. To store and manage this data, workloads now revolve in an app consumption model, where most of these apps are stationed on a cloud. In order to safeguard this data, conversations have now moved beyond traditional networking to consider the mechanisms that can be set in place to ensure its security. Citrix NetScaler delivers applications seamlessly and allows reliable access to employees while maintaining a control on security and providing insights through analytics. Based on the specific business need, Citrix NetScaler offers various products that help in areas like app delivery and load balance, web app protection, branch networking and WAN optimization, and visibility and management to name a few.
What are your solutions to build a secure digital workspace, support programs and services offered to customers?
Having established how technology is evolving and along with businesses, it is safe to say that data can prove to be a gold mine in terms of intelligent insights. Further, organizations are now made up of digital natives who do not restrict themselves to a single location when on the move. In order to manage data and make the most of it, these employees should have the flexibility to access it from any device from remote locations. However, this also creates a doorway for malicious third parties to infiltrate systems and thereby get access to sensitive data. Further, the widespread surge of ransomwares during the last year across the world has further pushed organizations to make security an important consideration in their IT strategy.
With its unique mix of digitized workspace offerings, Citrix can help organizations to strike the right balance between flexible access and secure upkeep. Further, our solutions also assist users to derive benefits from BYOD through offerings in enterprise mobility, desktop and app virtualization and cloud. We are therefore committed to provide a comprehensive solution set that unifies processes and data for the entire organization.
In addition to the product offerings, we at Citrix also provide support programs and consulting services to ensure that our customers are fully integrated and migrated onto the new digital workspace. At Citrix, we have a dedicated team that understands the technology as well as your business prerogatives to aid you in product updates, access to expertise and consulting.
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HappyAlone . MarselCutyBoy. pearllara. kitteehAndRichy.
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CHILDREN can be such harsh critics, able to pick the flaws in a car with almost surgical precision - car-makers should really talk to them.
Stuff such as steeply raked window lines that make it hard to see out, the lack of 12-volt charge points, hard upright seats that lack lateral support and more are all announced within minutes of starting a trip.
It is a reason parents should include children in any test drive of a new car, and it is also why I like forcing my tribe into the rear rows of any vehicle I test.
Their insights, arrived to swiftly and with little bias, are generally spot-on.
I'm wondering, then, what they'd think of this, the latest generation of Honda's Odyssey people-mover.


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As part of the Culture is Key initiative, five Rhode Island cultural organizations will undertake pilot projects where they will collaborate with local journalists and media producers to explore how to deepen the civic impacts of cultural programs. Representing radio, public television, print journalism, video production, and content development for social media, the journalists bring to the pilot projects their perspectives on community engagement, media literacy, media production, and the public role of cultural and media organizations to the pilot projects. The participating organizations span diverse disciplines including museums, libraries, theaters, festivals, and youth programming. Each has a strong track record of delivering quality cultural experiences for diverse audiences across the Ocean State. The organizations are listed below and more details about their projects is forthcoming.
newportFILM
newportFILM inspires, educates, and entertains by presenting current and impactful documentaries that build community and propel change.
Project Team: Becca Bertrand, Executive Director; G. Wayne Miller, Staff Writer, Providence Journal & Co-Founder and Director, Story in the Public Square
Providence Public Library
Providence Public Library (PPL) is a 145-year-old nonprofit corporation providing free public library services through its rich and historic physical and digital collections, extensive information resources, thought-provoking exhibitions, impactful educational programs, and expert staff. PPL is continually transforming and focused on providing equally transformative experiences for all Rhode Islanders. The Library is actively expanding our reach through critical statewide collaborations and serving as an open and supportive teaching and learning place where communities can connect, experience, create and achieve, whether in our physical or virtual realms.To achieve our mission, the Library is strategically focused on serving Rhode Island families and early care providers, teens, downcity residents, learners seeking workforce development, and those pursuing creative and scholarly endeavors.
Project Team: Christina Bevilacqua, Programs & Exhibitions Director; Janaya Kizzie, Events Coordinator; Lo Bell, Vista Volunteer; Kenny Borge, Artist; Will James, Independent Journalist
Pushed Learning and Media
Pushed Learning and Media works with the general public as well as our educational institutions to create publicly available video content documenting and synthesizing key civic issues pertaining to RI public life.
Project Team: Eric Axelman, Co-Executive Director; Oliver Arias, Co-Executive Director; Sam Eilertsen, Co-Executive Director, Tikkun Olam Productions
The Tomaquag Museum
The Tomaquag Museum, which celebrated its 60th anniversary in 2018, was established in 1958 by Eva Butler, an anthropologist, with the guidance of the late Princess Red Wing (Narragansett/Wampanoag). It is Rhode Island's only museum entirely dedicated to telling the story of the Indigenous Peoples. Tomaquag, located in historic Arcadia Village in Exeter since the early 70's, is also the only Rhode Island museum led by Indigenous people. A recipient of the 2016 Institute of Museum and Library Services National Medal, the museum has a unique collection of thousands of cultural objects along with hundreds of thousands of pieces of archival materials focusing on the Indigenous peoples of Southern New England and highlighting the federally recognized Narragansett Tribe.
Recent initiatives by the museum have included, the publication of a new edition of The Key into the Language of America by Roger Williams, the Indigenous Empowerment Network (IEN) which empowers Native artists, youth, and community through internships, apprenticeships, museum careers, and arts business development, and the creation of the First People's of Rhode Island Rhode Tour in partnership with the Rhode Island Council for the Humanities.
Project Team: Lorén Spears, Executive Director; Silvermoon LaRose, Assistant Director [not pictured]; Tom Meade, Journalist
The Wilbury Theatre Group
An award-winning, not-for-profit professional theatre company, The Wilbury Theatre Group engages our community in thought-provoking conversation through new works, reimagined classics and adventurous playmaking. We are idealistic, ambitious, and stubborn in our resolve to create theatre that entertains, enlightens, and inspires.
Project Team: Josh Short, Artistic Director; Ana González, Producer, and Host of Mosaic, The Public's Radio
Participate in the Wilbury Theatre Group's Culture Is Key performance, Capture the Block: Stories from Ward 15. More details at: thewilburygroup.org/capture-the-block.html
Culture is Key is an initiative to understand, test, and evaluate the role of cultural participation on our state's civic health.
Andrew W. Mellon Foundation
Federation of State Humanities Councils
Rhode Island Foundation
JULIA LAZARUS
Culture is Key Fellow,
RI Council for the Humanities
julia@rihumanities.org


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Tax on inbound investment in Germany
CMS Germany
Germany October 15 2019
Acquisitions (from the buyer's perspective)
Tax treatment of different acquisitions
What are the differences in tax treatment between an acquisition of stock in a company and the acquisition of business assets and liabilities?
The acquisition of a German enterprise can be organised in two different forms: the investor can acquire the assets and liabilities of the target company by a multitude of individual transfers (asset deal). Alternatively, the investor can achieve his economic objective by acquiring participation in the target company (share deal).
German tax law adopts these two organisational forms of enterprise acquisitions. For the purposes of taxation, a differentiation is to be made, in principle, between an acquisition by way of a share deal and an acquisition by way of an asset deal. However, this differentiation does not take place consistently according to civil law. There are many special tax features. In addition, German law provides rules where, under certain conditions, parts of the business could be split off on a book-value basis into a new or existing corporate entity.
An important feature of German tax law is that the acquisition of shares in a partnership is generally treated like an asset deal. Partnerships are treated as being transparent for German income tax purposes; their income is attributed to the shareholders and taxed on them. The acquisition of partnership interests for tax purposes is treated as if the buyer acquires, proportionately, all the single assets and liabilities of the partnership.
The choice of the organisational form of a company acquisition leads to significantly different tax results in Germany. As a rule, these differences result in a conflict of interest between the seller and the acquirer: for the seller, the tax treatment of capital gains in a share deal is usually more favorable. Conversely, an asset deal usually provides the greatest tax benefits to the buyer.
Corporations are intransparent under German tax law. They possess a fiscal identity separate from their shareholders and are, in contrast to partnerships, subject to German corporation tax of 15 per cent and trade tax of approximately 15 per cent (depending on the municipality), the same as partnerships. Therefore, in the case of a share deal, the book values of all the single assets and liabilities remain unchanged both in terms of trade and taxation in the accounts of the target company. However, an acquisition of more than 50 per cent of the shares in the target company may result in the loss of tax loss carry-forwards.
The participation in the target company by way of a share deal is recognised for tax purposes in the balance sheet of the buyer at the acquisition cost (ie, at the purchase price paid by the buyer plus acquisition costs). Neither the buyer nor the target company may facilitate the purchase price for tax-effective depreciations. Even if the value of the company is permanently decreasing because of permanent significant losses (section 6(I) No. 2 of the Income Tax Act (EStG)), depreciation rarely has a tax impact (section 8b(II) and (III) of the Corporate Income Tax Act (KStG)). The purchase price only becomes tax-effective if the target company is resold. If the seller is a corporation subject to German corporate income tax, only 5 per cent of the capital gains from the transaction are taxed, otherwise capital gains may be 40 per cent tax-free.
The purchase of assets and liabilities of a business, no matter whether it is run by a single natural person or any other entity, for tax purposes is treated as if the buyer had bought all the single assets separately. The liabilities allocated to the target are treated as a (negative) part of the purchase price. Therefore, in the case of an asset deal, the net purchase price paid by the buyer is allocated to the single assets of the target company up to the market value of the assets. If the purchase price exceeds the market value of all assets, the exceeding amount can be activated as goodwill. As far as the assets have a limited useful life, the buyer benefits from depreciation for the purposes of personal income taxation; the acquiring entity can deduct the depreciation of assets from its tax base.
If the purchase price is externally financed in the case of an asset deal, then the financing costs within the framework of the general regulations (interest barrier) can reduce the profit of the acquired company for tax purposes.
Step-up in basis
In what circumstances does a purchaser get a step-up in basis in the business assets of the target company? Can goodwill and other intangibles be depreciated for tax purposes in the event of the purchase of those assets, and the purchase of stock in a company owning those assets?
German tax law generally provides a step-up in basis in the business assets of the target company only in the case of an asset deal or in the case of the acquisition of partnership investment. A step-up in basis is realised if the purchase price plus the liabilities taken over is higher than the book values of all assets. The excess purchase price is allocated to all the assets of the target proportionately to their market value. If there is still a mismatch between the purchase price and the accumulated market values of the assets, the difference is treated as acquired goodwill.
Goodwill and other intangibles may only be added to the tax balance sheet of a company in Germany if they have been purchased (section 5(II) EStG), the only exception being a merger. Because depreciation of an item is inconceivable without its prior entry into the balance sheet, such assets need to be traded at least once before they can be used for tax depreciation. The buyer is advised to include in the purchase agreement a specific price for each intangible asset to avoid later disputes over their value.
Assuming that goodwill and other intangibles are already included in the target's balance sheet and thus responsible for a part of the share price, a depreciation of their market value can indeed be used for tax purposes in a share deal, but only if that depreciation leads to a traceable loss in the share price.
Buyers are advised that a share deal does not provide an opportunity to include goodwill and other intangible assets in the balance sheet for later depreciation. In the case of an asset deal, they are generally open to tax depreciation, which becomes effective on the level of the buyer. Tangible assets are treated no differently, as long as they have a limited useful life. Goodwill, for instance, is considered by the Income Tax Act to have a life span of 15 years (section 7(I)(3) EStG).
Domicile of acquisition company
Is it preferable for an acquisition to be executed by an acquisition company established in or out of your jurisdiction?
For the consequences of an acquisition by way of a share deal or asset deal, it makes no difference in principle whether the acquisition company is established in Germany or abroad, as long as the target enterprise has a permanent establishment in Germany. It may be preferable, however, to have a German acquisition unit, with respect to tax treatment, in the post-acquisition period. The determination of the German acquisition unit has significant tax effects in this case.
When acquiring shares in corporations, the choice of acquisition company primarily affects the offsetting of debt-financing costs against operating income and the planning of the exit. A German corporation may claim the debt-financing costs for a share deal as an operating expense, subject to restrictions on the interest barrier (see question 8). Forming a tax group enables the two companies to offset the losses of one company (eg, the interest expenses of the acquisition company) against the profits of the other company (eg, the target company). However, buyers are advised that the acquisition company and the target company may only form a tax group if the acquisition company has its residence or place of management in Germany. Nevertheless, it is possible that a German permanent establishment (PE) or a German partnership of a foreign corporation may form a tax group with a German subsidiary, but only if the shares are held in this PE or partnership and limited to the profits and losses related to this PE or partnership.
A German acquisition company is also required if restructuring measures are planned after the acquisition. For example, mergers can be structured tax-neutrally, but this is only the case if the merger does not lead to a restriction of the German entitlement to levy income taxes on the assets transferred during the merger. The sole restriction of the German entitlement to levy trade tax does not have any adverse effects; this is mainly due to its design as a municipality tax.
If only a part of the shares in a target company is to be acquired, it can also be advantageous to structure the purchase with a German acquisition company in order to avoid adverse withholding tax issues with respect to future dividend payments. For dividends paid by a German corporation to a foreign shareholder, the EU Parent-Subsidiary Directive and many double taxation agreements stipulate minimum shareholding quotas in order to avoid or reduce withholding taxes. This issue can be avoided by using a German acquisition company, since a German corporation as a shareholder can generally receive almost (95 per cent) tax-free dividends and demand a refund of the withholding taxes.
Company mergers and share exchanges
Are company mergers or share exchanges common forms of acquisition?
Company mergers and share exchanges are widely used operations in Germany, and are the most frequently chosen forms of acquisition. The legal and tax conditions for company mergers and share exchanges are for the most part Europeanised. For cross-border restructuring, the European Merger Directive (2009/133/EG) forms the basis for the common rules.
The German Reorganisation Tax Act (UmwStG) grants many privileges and tax advantages under certain conditions. It is possible that reorganisations will be carried out with income tax neutrality. However, the UmwStG generally only applies if both companies have been founded under the laws of a member state of the EU or the European Economic Area (EEA) and have their residence and place of business in one of these states. Therefore, the receiving company will need to have its residency, place of management or at least a branch in Germany.
The UmwStG provides for the parties to have the choice of whether they want to realise a step-up in basis in an amount to be determined flexibly of any amount up to the fair market value of the assets or if the buyer takes a carry-over basis in the assets acquired. A decisive factor for this is, inter alia, that the transferred assets or corporation shares remain subject to German taxation after the transaction in order to have the option to valuate the assets or corporation shares at a value lower than the market value. It is also, for some types of reorganisation measures, necessary to have independent branches of activity (Teilbetrieb), which may cause a challenge for holding companies.
However, a step-up in the single assets owned by the target company is only possible in a company merger or demerger. In a share exchange, the assets of the target have to be valued on a carry-over basis. The right to opt for a step-up refers only to the shares of the acquired company. If no choice is made in the context of the first tax return after the merger, a step-up in basis is the rule.
Tax benefits in issuing stock
Is there a tax benefit to the acquirer in issuing stock as consideration rather than cash?
The acquirer may use its own newly issued shares as acquisition currency to finance the acquisition of a company (share-for-share transaction). In this case, the German Reorganisation Tax Act (UmwStG) grants a tax deferral to the seller. Under certain conditions, the seller may assume a carry-over basis in the shares acquired instead of a realisation of the hidden reserves in the target shares. This tax privilege does not apply, however, if the acquiring company does not immediately hold the majority of the target shares after the acquisition (section 21(I)2 No. 1 UmwStG).
Transaction taxes
Are documentary taxes payable on the acquisition of stock or business assets and, if so, what are the rates and who is accountable? Are any other transaction taxes payable?
In Germany, fees for notarisation and registration to the commercial register and the land register have to be paid. These are statutory fees according to a fixed schedule depending on the value (purchase price) of the matter. Apart from that, there are no documentary or stamp taxes in Germany.
There are currently no transaction taxes in Germany. The introduction of a financial transaction tax is currently being discussed both in Germany and at the European level. If there is no agreement on a financial transaction tax at the European level, Germany is prepared to introduce a financial transaction tax on its own. This has been agreed in the government's coalition agreement. The structure of a financial transaction tax has not yet been clarified in detail.
The sale of shares in a corporation or partnership is generally VAT-exempt, but the seller is entitled to opt for VAT. This can be sensible under certain circumstances; for example, if the seller has received certain services with respect to the shares in the past, which have been burdened with input VAT.
However, special attention must be paid to real-estate transfer tax if the target owns real estate. The acquisition of currently at least 95 per cent of the shares in a corporation or partnership that owns a piece of land by one buyer or related parties is treated as if the piece of land itself was sold. In the case of several participation levels, it is necessary that there is a participation limit of 95 per cent at each level. However, the participation limit of 95 per cent will most probably be lowered to 90 per cent by 1 January 2020; a bill has already been drafted. In this case, real-estate transfer tax of 3.5 to 6.5 per cent of the value of the piece of land becomes due (section 1(II)(a), III and III(a) of the Real Estate Transfer Tax Act (GrEStG)). The rates depend on the German federal state where the real estate is located. In the past, this result could be avoided by RETT-blocker structures. If the target company is of the non-incorporated type, the tax has so far been avoided by leaving at least 5.1 per cent of its shares in the hands of the original owners or transferring them to third parties. In future, the previous owners or third parties would have to take over at least 10.1 per cent of the shares. The reform also concerns the waiting period. At present, after a waiting period of five years, the remaining stake can be transferred to the buyer without any negative fiscal consequences. The reform currently under discussion extends this waiting period to 10 years.
Net operating losses, other tax attributes and insolvency proceedings
Are net operating losses, tax credits or other types of deferred tax asset subject to any limitations after a change of control of the target or in any other circumstances? If not, are there techniques for preserving them? Are acquisitions or reorganisations of bankrupt or insolvent companies subject to any special rules or tax regimes?
Section 10(d) of the EStG stipulates a minimum taxation that works as follows: if a net annual loss arises, it may be carried back to the previous fiscal year up to an amount of €1 million. If the loss is still not neutralised after that, it is carried forward into future fiscal years. Once the company makes an annual profit, the minimum taxation rule prevents it from instantly setting off all accumulated losses against new annual profits. Instead, usage of carry-forward losses is capped at 60 per cent for each fiscal year. Only the first €1 million of losses can be offset without limitations. For example, a company with an annual profit of €10 million in 2019 and an equal amount of carry-forward losses has a taxable income of €3.6 million, which may be called the minimum taxable income. The remaining losses are carried on until they are used up. Forming a tax group can reduce the impact of the minimum taxation clause by eliminating losses within the group immediately instead of carrying them forward.
While the aforementioned limitations only defer the usage of carry-forward losses, additional rules pertaining to a change of control in share deals affect the very preservation of such losses. Acquiring a company's shares eliminates carry-forward losses entirely (50.1 per cent and above) for purposes of corporate income and trade tax (section 8(c)(I) KStG and section 10(a)(X) of the Trade Tax Act (GewStG)). Shares bought by a group of acquirers with common interests are added. The loss-elimination clause covers not only direct transfers of shares, but any similar type of transaction, leaving almost no room for a preservation of losses. However, the elimination does not kick in if the target and acquiring corporation belong entirely to the same group or if the target's carry-forward losses exceed its existing hidden reserves.
Losses from one business year can be carried back to the previous year (restricted to amounts of up to €1 million). Remaining losses are then carried forward up to an amount of €1 million with no limitations, and after that, at a rate of 60 per cent of the remaining losses. The rest may be used in future years. The utilisation of losses is permitted in company groups under certain requirements.
A special rule in section 8c KStG facilitates the preservation of losses during the takeover of a crisis-stricken company. Existing losses can be maintained in order to avoid the bankruptcy of a company and under certain conditions.
Section 8d KStG concerns the preservation of losses in a company in the case of a change in ownership, and the losses cannot be used otherwise. In cases where a new shareholder or a change in the shareholders is necessary for the continuity of the business and to receive proper financing, the losses carried forward may be preserved if the business of the company will be continued without major changes as far as the services or products, customers and suppliers, the markets served and the qualification of employees are concerned. Further restrictions apply as far as the business is concerned. The losses can be carried forward until they are fully used and provided that no adverse event, such as the closing of the business or the implementation of new business activities, occurs.
Tax credits (ie, withholding tax credits that have been accumulated before the acquisition) stay with the corporation even after a change of control. These are subject to the regular limitation periods.
In asset deals, the tax losses accumulated by the target before the change of control can generally not be used by the acquirer in the future because they always stay with the former shareholder or owner of the business.
Interest relief
Does an acquisition company get interest relief for borrowings to acquire the target? Are there restrictions on deductibility generally or where the lender is foreign, a related party, or both? In particular, are there capitalisation rules that prevent the pushdown of excessive debt?
German tax law has strict limitations on the deductibility of interest payments by a company belonging to a group (the interest-barrier rule, (section 8(a) KStG and section 4(h) EStG)); this is one of the greatest obstacles to deal with in large transactions in Germany. Existing German rules have been taken as an example for the BEPS report on interest limitation and the EU Anti-Tax Avoidance Directive.
If a group company has outgoing interest payments that exceed its incoming interest earnings by €3 million, only 30 per cent of the profits (earnings before interest, taxes, depreciation and amortisation) can be offset against interest payments. Additionally, profits that have not been offset against interest expenses can be carried forward for five years at the most, but they may be lost in a case of change of control. If they remain unused until then, they become definite profits. Unused excess interest, on the other hand, can theoretically be carried forward indefinitely.
A group company remains unaffected by the interest-barrier rule if its equity-to-assets ratio is higher than or equal to the ratio of the corporate group as a whole.
This rule does not only apply if the lender is foreign, a related party, or both, but applies to interest payments to any kind of lender. To make matters worse, the exceptions provided for companies not belonging to a group or equipped with a good equity-to-asset ratio are largely overridden by special stipulations in section 8(a)(II) and (III) KStG if more than 10 per cent of the excess interest payments go to a person that owns at least one-quarter of a corporation, or to someone related to or controlling that person (section 8(a)(II) and (III) KStG).
Withholding taxes on interest payments are usually not an issue, as the obligation to withhold taxes on interest payments applies only if the debtor is a bank or financial institution or the loan has been registered in a public debt register. However, for related-party debt, additional restrictions apply, as the interest payments are only deductible if assessed at arm's length. Otherwise, they are treated as hidden profit distributions and trigger withholding tax. If the acquirer is a foreign company, any withholding taxes can be a definite tax burden.
Debt pushdown cannot be achieved by a simple assumption of debt, as this can be treated as a hidden profit distribution from the target to the acquirer. In this case, withholding taxes become due. Under certain circumstances, these consequences may be avoided by executing the debt pushdown as a reorganisation under the Reorganisation Tax Act, but this is more complicated and more expensive than a simple assumption of debt.
There are no restrictions for debt pushdown other than those mentioned above. Should the acquirer be unwilling to undergo the effort of a reorganisation, it can at least realise a partial debt pushdown to take full advantage of the €3 million interest excess allowance per company and year.
Protections for acquisitions
What forms of protection are generally sought for stock and business asset acquisitions? How are they documented? How are any payments made following a claim under a warranty or indemnity treated from a tax perspective? Are they subject to withholding taxes or taxable in the hands of the recipient? Is tax indemnity insurance common in your jurisdiction?
Protections for acquisitions are found in most asset or share-purchase agreements concluded in Germany. Usually, the seller guarantees that all tax obligations have been fulfilled in the past and that the tax liabilities as presented in the annual accounts and the documents provided during due diligence have given the purchaser a complete and correct picture of the situation. The seller also (or instead) customarily provides for a tax indemnification and commits him or herself to pay any taxes assessed after the transaction by the tax authorities, as far as the cause of these taxes is to be found in the time before the closing of the transaction.
Payments under a warranty or indemnification claim reduce the profit from the sale on the side of the seller. If the payment is made to the purchaser, it reduces the acquisition price and, at the same time, the value of the target. A tax would be triggered only in a future sale. If the payment is made into the target company, it is treated as extraordinary income and will be subject to normal tax in the respective business year. No withholding tax would become due. Contractual documentation should therefore provide that any warranty or indemnification is treated as an adjustment to the purchase price.
Post-acquisition planning
What post-acquisition restructuring, if any, is typically carried out and why?
A typical restructuring measure after the acquisition of a company is a merger of the acquisition vehicle into the target in order to realise debt pushdown without the adverse tax consequences a simple assumption of debt would have (see question 8). Other than in upstream mergers, the existing losses carried forward are not lost in the absorbing company.
Another frequent post-acquisition measure is a change of legal form in order to change the tax treatment of the profits distributed by the target to the buyer under the relevant double taxation agreement. For example, a transformation of a partnership into a corporation might be sensible if the respective double taxation agreement provides for withholding tax relief for dividends, while a transformation the other way around can be advantageous if there is no withholding tax relief in the double taxation agreement.
An upstream merger of the target into the acquisition vehicle might help avoid the taxation of 5 per cent of the profit distributions of the target to the acquisition vehicle pursuant to section 8(b) KStG.
If the target owns real estate that is rented to other parties, it is advisable to transfer the real estate from the target to a separate company. Rental income is free of trade tax (sections 9(1) and 2 to 6 GewStG), but only for companies that exclusively rent out real estate and do not participate in any other business activities.
Another post-acquisition restructuring is the formation of a tax group between the target and the acquisition vehicle for corporate tax and trade tax. This can usually be achieved by signing a profit-and-loss-sharing agreement with a minimum term of five years, but may be achieved retroactively if the profit-and-loss-sharing agreement is properly registered in the commercial register until the end of the respective year, provided that the shares in the target company have been held by the acquiring company since the beginning of the fiscal year of the target company. VAT tax groups arise automatically if the subsidiary is sufficiently integrated into the parent company (section 2(II)(2) Value Added Tax Act).
Tax-neutral spin-offs require the existence and documentation of a separate tax unit (Teilbetrieb) (see question 4).
Can tax-neutral spin-offs of businesses be executed and, if so, can the net operating losses of the spun-off business be preserved? Is it possible to achieve a spin-off without triggering transfer taxes?
A tax-neutral spin-off can generally be achieved under the UmwStG, but a sale of more than 20 per cent of the shares in the spun-off business within the following five years will lead to a retroactive taxation of the hidden reserves (section 15(II)(4) UmwStG).
The net operating losses cannot be transferred in their entirety; rather, they follow the spin-off in proportion to the assets received from the transferring company (section 15(III) UmwStG).
In a spin-off scenario, real-estate transfer tax of 3.5 to 6.5 per cent (depending on the federal state in which the property is located) becomes due on the value of real estate transferred in the course of the spin-off. Spin-offs taking place within a group of companies may be exempt from real-estate transfer tax if 95 per cent of the shares in the spin-off are held for at least five years by the transferring company or another member of the group (section 6(a) GrEStG).
Migration of residence
Is it possible to migrate the residence of the acquisition company or target company from your jurisdiction without tax consequences?
If a corporation's residence is migrated from Germany to a state that is not a member of the EU or EEA, the corporation is treated as if it were liquidated (section (12)(III)(1) KStG), pursuant to the market value, and the shareholders are taxed on this basis.
If a partnership's residence is moved to any foreign state or a corporation's residence is moved to an EU or EEA state, this will not lead to adverse tax consequences as long as no assets are moved away from Germany or are otherwise to be allocated to foreign jurisdiction. Several recent court decisions suggest that, even when moved away, their hidden reserves remain taxable under section 49 EStG, but this judicial twist may yet be overturned by new legislation.
Interest and dividend payments
Are interest and dividend payments made out of your jurisdiction subject to withholding taxes and, if so, at what rates? Are there domestic exemptions from these withholdings or are they treaty-dependent?
Interest payments are only subject to withholding taxes if either the debtor is a bank or other financial institution or the debt has been registered in a public register (section 43(I)(1)(7) EStG). This restriction applies irrespective of the residency of the lender. If the lender is a foreign entity that is not subject to unrestricted tax liability, the interest payments are, in addition, only subject to withholding taxes if the debt is collateralised by German real estate (section 49(I)(5)(c)(aa) EStG).
Dividends paid by German corporations are generally subject to German withholding taxes under national German law (section 43(I)(1) EStG).
The withholding tax rate for interest and dividends is 25 per cent (section 43(a)(I)(1)(1) EStG). The tax may partly be reimbursed on the grounds of a double tax treaty. If a particular certificate can be obtained before the dividend is paid, no withholding tax will be charged in the first place (section 50(d)(II) EStG).
Dividends paid to shareholders with a shareholding of up to 10 per cent are considered as regular income, whereas capital gains from the alienation of shares remain 95 per cent exempt from tax.
Dividends can only be tax-free if the respective amount has been subject to tax paid at the subsidiary level and further provided that the shareholding exceeds 10 per cent.
Tax-efficient extraction of profits
What other tax-efficient means are adopted for extracting profits from your jurisdiction?
Because dividend payments are not tax-deductible on the corporation level but interest and royalty payments are, it is generally more efficient to pay royalties and interest rather than dividends, as long as the relevant double taxation agreement between Germany as the state of residency of the target and the state of residency of the acquirer allocates the right to levy taxes on interest or royalty income to the state of residency of the party receiving the payments. However, the acquirer has to meet certain substance requirements in order to avoid the application of a special German anti-avoidance rule (section 50(d)(III) EStG, anti-treaty-shopping rule), and the royalties or interest rates have to be negotiated at arm's length to avoid the assumption of hidden profit distributions by the tax authorities.
Section 50(d)(III) has recently been revised after its precursor was deemed too harsh by the European Commission. The latest version denies a foreign company the reimbursement of withholding taxes to the extent that its shares are held by anyone who would not be entitled to a reimbursement him or herself and the company's income does not stem from its own economic activity. However, the legislator accepts a structuring that shifts dividends out of Germany as long as both a good non-fiscal reason can be shown and sufficient business operation facilities exist to participate in the market.
In addition, a new licence limitation rule has been implemented to be applied for expenses arising from 2018. Licence payments are only limited deductible (section 4j EStG). The new section restricts the deduction of royalties and similar cross-border payments made to related parties if, in the other country, the payments are:
subject to a preferential tax regime, such as an IP Box regime, and the rules in the other country are not compliant with the OECD nexus approach presented in its BEPS Report on Action Item 5; and
subject to an effective tax rate of less than 25 per cent. A safe harbour exists for royalty payments to a company that carries on substantial research and development activities.
If the law applies, the percentage of the payment that will be nondeductible is calculated by making reference to the percentage shortfall between the effective rate and 25 per cent. Stated mathematically, the formula is (25 per cent - effective tax rate) ÷ 25 per cent. For instance, if the effective foreign preferential tax rate is 10 per cent, German law would regard 60 per cent of all royalty payments as nondeductible. Because 10 per cent amounts to 40 per cent of 25 per cent, the shortfall between the effective rate and 25 per cent is 15 per cent, which is 60 per cent of 25 per cent.
This new legislation also captures indirect licence payments and will apply irrespective of any tax treaties (ie, treaty override).
Disposals (from the seller's perspective)
How are disposals most commonly carried out - a disposal of the business assets, the stock in the local company or stock in the foreign holding company?
In German tax law, a choice between share or asset deal only exists when the sold company is a corporation (see question 1). In all other cases, the type of deal is predetermined by the nature of the target. It must be remembered that this statement is true only in the area of tax law and does not extend to commercial law, for example. Also, in restructuring matters, the UmwStG strives to put all kinds of transformations on a par.
A disposal of the business assets of a German company as well as a sale of the shares in a partnership (see question 1) will generally lead to a full taxation of the difference between the book values of the assets and the purchase price received. In a sale of the shares in a German corporation by another corporation, only 5 per cent of the profits are subject to tax in Germany, so with a corporate income tax level of 15 per cent, the effective corporate tax rate is less than 1 per cent. To the extent trade tax is applicable (in particular for German-based companies), roughly the same amount is to be added. Germany does not levy taxes if a foreign holding company sells its assets in a German unincorporated company, provided that the holding company's shareholders are also resident abroad. The transaction will be taxed only in the state of residence of the holding company; therefore, when determining the seat of the holding company, the seller should heed the advantages of a low-tax jurisdiction.
Disposals of stock
Where the disposal is of stock in the local company by a non-resident company, will gains on disposal be exempt from tax? Are there special rules dealing with the disposal of stock in real-property, energy and natural-resource companies?
The disposal of stock in a local company by a non-resident company is generally subject to German tax. There are no special rules for the disposal of stock in energy and natural-resource companies, but for real property companies the real-estate transfer tax issues described in question 6 must be contemplated. Another problem with respect to the disposal of stock in a real property company is that the trade tax exemption described in question 10 (section 9(1)(2-6) GewStG) may become inapplicable in the future if the sale of the real estate is treated as a trading business.
Avoiding and deferring tax
If a gain is taxable on the disposal either of the shares in the local company or of the business assets by the local company, are there any methods for deferring or avoiding the tax?
Because the disposal of shares in a corporation is subject only to a very low effective tax burden (around 1.5 per cent - 5 per cent x 15 per cent corporate income tax plus roughly 15 per cent trade tax) if both parties of the deal are corporations, a restructuring of the holding may be desirable before a sale. It is possible to transfer the shares into a corporation's property in a tax-neutral way under the Reorganisation Tax Act, but a waiting period of seven years until the disposal must be adhered to in order to avoid a retroactive taxation of the reorganisation (section 22(I)(1) UmwStG). Upon disposal of German real estate that belonged to the company's assets for at least six years, the hidden reserves may be transferred to a new asset if the substitute asset is acquired within four years (section 6(b) EStG).
Update and trends
Key developments of the past year
Are there any emerging trends or hot topics in the law of tax on inbound investment?
Key developments of the past year18 Are there any emerging trends or hot topics in the law of tax on inbound investment?
The implementation of the EU mandatory disclosure regime based on the directive dated 25 June 2018 (DAC 6) will potentially affect tax structuring and, in particular, also inbound investments. DAC 6 obliges intermediaries to disclose cross-border tax-structuring measures to the competent authorities. DAC 6 envisages to avoid tax circumvention, shifting of profits and to establish transparency with regard to, in particular, aggressive tax planning.
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I love art in the home. A lot of large art… By hanging something on your walls you add add a personal touch to your home and it is a great way to add some colour to the house. There are many different types of art, and it isn't always easy to determine what would work best for your space.
There are so many different sorts of art and wall coverings that it is sometimes hard to keep track. Make sure you you have an understanding of what is out there. Look around on Pinterest and Instagram, and visit a gallery. There often are exhibitions of young and upcoming artists where you can purchase a unique piece of art that doesn't break the bank. We recently bought a very large aboriginal artwork, not just because I like the style, but also because I wanted to support the traditions of the country.
You make your search for art a lot easier by pre- determining your budget. If you have $50 to spend you might want to look for a nice poster, or wall sticker. It is also a good idea to regularly check out a op-shop – you might just be lucky and find something awesome hidden away. If your budget is $5000 you're most likely not really looking for a poster or second hand find. In this case you're better off visiting various (online) galleries and find the perfect piece that way. We've got a mix match of all of the above in our home. From expensive paintings to posters that only cost a few dollars, there is no problem mixing the two together.
Where are you going to hang your work?
How big would you like the artwork to be?
Do you want to cover the wall, or are you looking for a small delicate piece? A small painting can get lost on a large empty wall, but it can also be extra special. If you buy a large piece you have to make sure it won't be too overpowering. A combination of various sorts and sizes in your house, solo or grouped together can work perfectly.
I hope I helped you out with the tips mentioned above. Let me know how you go with purchasing your pieces of art! I love to see how they look in your home!


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Why James Bond speaks to the IT crowd
April 27, 2016 by Empowering Future Leaders 6 Comments
James Bond plays a starring role in some of my best childhood memories, as I'm sure he does for many of you in IT. The character and the films are indeed an important part of IT culture.
I remember watching the movies with the family on Sunday afternoons, after the Grand Prix; reading the books; playing the video games; fantasizing about the cars, the gadgets, the clothes, the countries and the exotic adventures.
After talking with my colleagues, I've learned that many are lifelong fans of 007, a character that spans more than 50 years and shows no signs of slowing down. Like me, these folks love the ground-breaking technologies imagined in the film – things like Little Nellie (the mini helicopter) in You Only Live Twice, the underwater car in The Spy Who Loved Me and the car-plane in The Man with the Golden Gun. And they like watching these ideas come to life. My Pebble watch and my Holden car that can start its engine with the press of a button always feel Bond-esque to me. (Of course, I don't use the push-button start quite the same way he does; I find it most useful when I have to juggle two babies into the car, an adventure in itself!)
As for the characters in the films, there are many I admire and find fascinating: Money Penny, a talented organizer, multi-tasker, politician and all-round likeable person who has a worrisome (for the watcher) vulnerability about her. Then there are the evil geniuses who make up the Bond villain roster – bad guys like Jaws in Moonraker (for me, one of the scariest!), Max Zorin who wanted to blow up Silicon Valley in A View to Kill and famous female villains like Pussy Galore and Vespa Lynde.
But these characters always took a backseat to my favorite – Q. Many of you may be thinking, "Now, Sarah, did you mean M?" M is a lady, after all, and 007's boss or, as I'd like to call it, his leader. Q is 007's formidable brain.
M is not really an IT person, although she is very knowledgeable and a fantastic leader (For proof, see how she remains composed and fearless in that cell in The World is Not Enough.) But no, I didn't aspire to be M as a child. It was Q I wanted to be, quirky and quick-brained, able to invent and deliver amazing technologies. With wit and knowledge, Q is also able to steer 007 in the right direction and try to keep him grounded "Try to bring this one back in one piece this time, James," he says. This character – and the technologies he introduced – could quite possibly be what led me to this career in the first place.
But as I've grown in my field, I find myself becoming more like M. It's the result of loving what I do and wanting others to succeed in the industry. With superior leadership and negotiation skills, M is able to keep the handsome 007 on task. The character provides powerful answers and tells the story in a succinct and straight-talk way, with facts and figures to back her up. If an operative is in harm's way, she empathizes with him, showing her human side. She makes decisions only after ensuring she has all the facts, and trusts her team to do the right thing.
Without Q, M and Money Penny supporting 007, he would not survive film after film. It's a good metaphor, perhaps, for a successful workplace that relies on cutting-edge technologies, leaders that inspire and direct success and organizational skills.
I hope over the coming years, young women and men continue to watch and be inspired by the 007 films – by Bond using the technology, M leading with it, Q inventing and delivering it and Money Penny organizing it all. And I hope, like me, they choose to grow their own skills in these different, important areas.
As for my fellow fans out there, I'd love to hear how the films inspired you. Feel free to leave a comment or send me a Tweet telling me about your favorite movie, character, villain or Bond (for me, Daniel Craig; for my husband, Sean Connery). I know you've got one! One more question to leave you with – is the world ready for a female 007??
Sarah James was ANZ lead for Authentic Leadership in DXC and an advocate for DXC's Women in Leadership and STEM. Prior to leaving DXC in September 2017, Sarah founded the Empowering Future Leaders blog and was its primary author. With over 15 years of experience in the world of IT, Sarah's specialty is spatial information and includes integration on projects as diverse as mapping volcanoes in Hawaii to delivering high-tech police vehicles.
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To be or not to be … a woman in IT
Exploring organizational culture and collaborative innovation
Filed Under: Leadership and Success, Workplace Tagged With: digital culture, IT, james bond, leadership
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Timothy Armstrong says:
Very good. Like it.
Lord T says:
Please No. The franchise has gone downhill enough over the last few years and having a female Bond will just kill it. Why do we have to play with genders for what is obviously a male role. Why don't you push to bring back Modesty Blaise, a female equivalent or create a female version from scratch. Those I would like..
Ian Sharpe says:
Now pay attention 00 James 🙂
Darren Rolfe says:
My favourite Bond has to be Roger Moore. Who could forget gadgets like the Pulse detonator or the Solex Agitator? Wonder if anything like those exists these days?
Colette Weston says:
Love the blog, very nearly included a slide on M in my recent conference talk! Love Bond & think you are right it's all about the differing strengths of the team to achieve the right result!
geosupergirl says:
Collette thank you for your views. Please do share your conference with us as well. Thank you.
Leave a Reply to Colette Weston Cancel reply
What makes a great leader? Is it authenticity? Avid curiosity? Valuing diversity in teams? Deep subject matter expertise? The Empowering Future Leaders blog takes a look at the deeper aspects of organisational behaviour and how this knowledge can be used to empower the leaders of the future.


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Volcano sparks 'alert' after lava kills 6 islanders as they sleep
MAUMERE, Indonesia -- A volcano spewed more hot ash and lava on a tiny Indonesian island Monday after causing six deaths over the weekend.More than 500 Palua island residents who had earlier refused to leave the 1.9-mile exclusion zone around Mount Rokatenda have been evacuated to the neighboring island of Flores, said Mutiara Mauboi, an official at the command post.The bodies of two children who
Rumbling volcano kills six in Indonesia
Aug. 12, 2013, 2:18 PM UTC
By Jacob Herin, The Associated Press
MAUMERE, Indonesia -- A volcano spewed more hot ash and lava on a tiny Indonesian island Monday after causing six deaths over the weekend.
More than 500 Palua island residents who had earlier refused to leave the 1.9-mile exclusion zone around Mount Rokatenda have been evacuated to the neighboring island of Flores, said Mutiara Mauboi, an official at the command post.
The bodies of two children who were among six people killed by lava as they slept early Saturday have not been recovered.
"There is no more searching for the victims. The main activity now is evacuation," Mauboi said from her office in the town of Maumere. "All of the residents in eight villages on Palua have to be moved gradually."
The eruptions were smaller Monday but the potential danger was high because the volcano continues to release hot gas clouds, said government volcanologist Surono, who uses only one name like many Indonesians.
"Mount Rokatenda remains on high alert," Surono said. "There has been no significant decline in activity."
About a quarter of Palua's 12,000 people moved to Flores after the volcano began erupting last October, said Tini Thadeus, head of the local disaster agency, adding the government has agreed to build new houses for the displaced.
The six victims this weekend were among residents who had refused to leave last year when the safety zone was established, he said, adding that many who stayed believed in old customs that requires their presence to keep lava from destroying villages, Thadeus said. Among the dead was a 58-year-old woman, the grandmother of the two children.
During past eruptions dating to the 1930s, lava had typically flowed south, but this time it moved north toward the beaches where the victims slept, he said.
Mount Rokatenda is one of 129 active volcanoes in Indonesia, an archipelago of more than 17,000 islands that's home to 240 million people. The country is prone to earthquakes and volcanic activity because it sits along the Pacific "Ring of Fire," a horseshoe-shaped series of fault lines.
A 6.0 magnitude earthquake struck off Indonesia's eastern coast Monday about 541 miles northeast of the volcano.
There were no immediate reports of damage or casualties, said Suhardjono of the Indonesian Meteorology and Geophysics Agency, adding it had no potential to cause a tsunami. The quake was 57 miles deep and the epicenter was 117 miles west north west of Saumlaki town in Maluku province.
Jacob Herin, The Associated Press