Jesse Dalton

I'm a tax partner based in London, advising clients on a broad range of transactional and corporate tax structuring matters.

I'm a tax partner based in London, advising clients on a broad range of transactional and corporate tax structuring matters.

I am dual-qualified as a lawyer and chartered accountant, with particular expertise in M&A (including W&I), finance, intra-group reorganisations, and the structuring of commercial agreements. I have strong capabilities in international tax and complex contractual drafting.

I have extensive experience advising clients in the Technology sector (including on the taxation of intangibles and tax issues relevant to the crypto sector), as well as in the Media, Entertainment and Sport sector (including non-resident entertainers' withholding tax issues).

My clients include large multinationals, founders, individual sellers, investors, insurers, banks, partnerships, and non-profit organisations.

My experience includes:
M&A – covering the full lifecycle from pre-sale structuring (including holdco planning, hive-downs, and VAT recovery on deal costs), through implementation of M&A share and asset deals and joint venture structures (negotiating tax provisions and transaction documents), to post-sale reorganisations;
International corporate reorganisations – such as the elimination of local entities and/or intercompany debt;
Commercial – including VAT structuring to accommodate different operating models (e.g. undisclosed agency arrangements and importation of goods into the UK), with a focus on practical implementation and creatively resolving conflicts with regulatory and other objectives;
International tax – including taxation of intellectual property, inbound investment (involving entity classification and management of tax residence and permanent establishment), outbound expansion, cross-border lending and service provision, and ensuring effective integration with foreign tax laws;
Finance – experienced in advising corporates and lenders on a wide range of UK finance-tax advisory and transactional issues, including deductibility (including unallowable purpose, anti-hybrid and other complicated restrictions), corporate taxation under the loan relationships code, and withholding tax considerations; and
Corporate finance – including tax-efficient structuring of debt and equity investments (such as capital contributions), distributions, buybacks, repayments, as well as tax grouping and tax relief considerations.

• Ooredoo, a listed Qatari Group, on its joint venture with Zain Group and TASC Towers Holding with a combined enterprise value of USD2.2B.