Financial Consulting and Audit Inc.
Verta provides a wide range of consulting services such as tax litigation and tax disputes, transfer pricing and thin capitalisation, monetary damage calculation, and veil piercing analysis to commercial clients.
Dr. Namık Kemal Uyanık
Verta Financial Consulting and Auditing Inc. provides a wide range of consulting services such as tax litigation and tax disputes, transfer pricing and thin capitalization, monetary damage calculation, and veil piercing analysis to commercial clients.
Verta is established by Dr. Namık Kemal Uyanık in 2013. He earned an MA in Economics from Western Michigan University and holds a Ph.D. degree in Financial Law from Hacettepe University. He has 25 years of tax audit/examination and management experience in the Ministry of Finance and public sector and has more than 8 years of private sector and academic experience. He served as Senior Finance Inspector at the Ministry of Finance, Head of the Departments at the Revenue Administration for nearly 7 years, member and deputy president of the Turkish Accounting Standards Board, and Secretary-General of the Turkish Taxation Council. While he was the Head of the Department of Tax Procedure Act, he served as the Secretary of the Central Compromise Settlement Commission of the Revenue Administration. He used to be the Turkish Delegate to the OECD Working Party 6 (Transfer Pricing) and to the Working Group of Bribery for the years 2000-2010.
Dr. Uyanık focuses his consultancy practices extensively on tax litigation, and transfer pricing and thin capitalization matters, including assessing strategies under the tax audit phase, compromise negotiations, and handling cases in tax courts and appeals. In recent years, he has been involved in several large-scale tax litigations and in many tax audits of specific domestic or international issues including transfer pricing in particular, and has provided consultancy in the important taxpayer victory cases in Turkey. He is the author of 5 books and 3 book chapters and more than 40 articles on taxation, tax litigation, transfer pricing and thin capitalization, monetary damage calculation and veil piercing in business litigations. He participated as a keynote speaker at many national and international symposiums and seminars covering a wide range of topics such as International Symposium on Comparative Transfer Pricing Systems of Some Selected Countries, Transfer Pricing Regulations Seminar of Court of Cassation, Court Expert System in Turkey and Damage Calculation, How to Fight Against Corruption According to the OECD Convention, and Trademark Valuation and Taxation organized by the Ministry of Finance, Danıştay, TÜSİAD, İTO, PWC, E&Y, Chamber of CPAs of different cities and Universities. He currently teaches Turkish Commercial Law at the Faculty of Economics and Administrative Sciences of Middle East Technical University.
TAX LITIGATION SERVICES
Preparation of the tax litigation petition is the most important action regardless of whether you challenge a tax notice of deficiency from the tax office or rejection of your request for correction of tax error and rejection of the application to the Ministry through complaint procedure. In the most important tax cases petitions are generally prepared due to the findings of the tax audit reports. And it is imperative that the reports must be analyzed in the best way by a competent person so that the deficiencies and legal errors are clearly and crucially stated in the petitions and in replies. The same considerations also apply, if you are uncertain of your tax position and filed a tax return by a reservation and litigate the amount of tax concerned or if you are filing a reply to a criminal tax suit.
In tax litigation cases, besides the decision whether filing a case is the appropriate action for the matter at hand, clients are forced to make strategic decisions on important issues such as make a claim for suspension of enforcement if necessary and whether to request a hearing which will shorten the time of the decision of the court. In some situations, clients also may face whether it is necessary to withdraw from a current tax case according to article 379 of VUK or make a claim of consolidation of current cases. In rare situations paying the assessed additional taxes and file an action at the same time will be required. Because interest will continue to accrue upon the unpaid tax balance during the litigation period while waiting for the case to be decided which probably will take a long time. However, if a payment made to the tax office equal to the subject amount of tax litigation it may be possible to stop the interest from accruing on the balance and continue to the litigation process. To assist the clients successfully, the consultant must have a thorough understanding of tax laws and legal regulations and be experienced in the careful examination of the unique circumstances of each case, the client's financial status, and the year that additional tax assessments are made.
We are in the best position to help our clients to determine the appropriate decisions on these matters. Dr. Uyanık has a broad experience in various areas of tax laws with a special focus on tax litigations as well as criminal tax matters. He was previously head of the department in the Revenue Administration for nearly seven years where he had the responsibility for different departments including the Application Department, Tax Procedure Act, Corporate Tax Law, and Procedure Law on Collection of Public Receivables. His combination of practical and policy-level experience in the Administration has given him special insight into the application of tax laws and regulations, which has been of great value to many clients who are faced with complex tax controversies and tax litigations. As a tax litigation consultant, he has dealt with and won numerous cases concerning transfer pricing, thin capitalization, the application of double taxation treaties, and corporate tax law issues. He provides ongoing tax consultancy services for several groups of companies and also prepares expert opinion reports for the tax cases at the stage of both Tax Court and Appeals level.
Our demonstrable commitment to providing responsive and experienced litigation consulting services guarantees that our clients are getting the best consultancy services for their complex taxation cases. Our litigation clients include both national and international firms and groups.
TAX AUDIT SERVICES
A thorough understanding of the recent tax landscape in Turkey is essential for clients to minimize their tax audit and controversy risks. We share our insights on how to prevent, manage and resolve tax controversies during all phases of audits.
As a pre-audit disputes resolution service, we can help with the preparation of necessary legal documents to substantiate the tax return filing position, assisting in getting a private ruling and Advance Pricing Agreements. We are able to detect tax issues at an early stage and thus can help clients to avoid unnecessary costs and tax burdens. We can work with you to develop strategies for audit issues and effectively present and argue complex tax positions and develop and implement other options to the current business model.
If your Company is under audit or received a letter of invitation to explain, the primary priority should be mitigating and/or eliminating the risks of additional tax assessments during the tax audit phase before going to the Tax Court. For preparing defense files for any tax disputes and audits, we are ready to compose a team that has extensive knowledge of the tax laws and regulations who have experience in conducting numerous tax audits, and knowledge of the taxpayer’s rights and audit processes. We will help you to have a clear idea of the reason for the information request, targeted questions, and which information has to be given, and when. We are very experienced in participating at the audit report evaluation commissions, assisting pre-assessment compromise negotiations at the tax inspector teams or post-assessment compromise negotiations at the Revenue Administration, and resolving disputes efficiently and favorably.
If the tax audit dispute is not resolved, we can assist clients to understand what it requires to resolve the dispute at the tax courts and assess the merits of the arguments and supporting evidence for the cases.
TRANSFER PRICING, THIN CAPITALISATION AND CONTROLLED FOREIGN COMPANY
In a constantly changing taxation regulatory environment, good advice is crucial. Changes initiated by the OECD, especially within the context of the BEPS package of 15 actions, caused countries swiftly to implement a series of new national and international tax rules. The new rules require companies to actively monitor, implement, and if necessary, amend how determined and justified the internal transfer pricing and intragroup loans and interest deductions policies. Irrespective of their size and transactions, related parties need effective and dependable policies on these matters, and prevention is always better than cure.
Dr. Uyanık is the author of “Transfer Pricing” and “Thin Capitalisation, Controlled Foreign Companies and Avoiding Double Taxation” books, which are the first-ever published books on these subjects in Turkey. He has a broad knowledge of the regulations and experiences on transfer pricing, thin capitalization, and controlled foreign companies, and resolving double taxation problems including MAP procedures. He regularly provides consultancy and litigation services to national and international companies related to these issues. He has demonstrable success and a large set of precedent judgments on these issues.
Our services include;
Expert Analysis Services
Monetary Damage Calculations in Commercial Litigation
The term commercial litigation may be defined as the disputes that arise between companies in a business context including contract disputes and business torts, whereas monetary damage is defined as the compensation in financial terms for the harm a plaintiff has suffered because of the defendant's actions. Liability and causation must be proved for the trier-of-fact to contemplate all kinds of economic damages. After liability and causation have been established, then the associated economic damages can be litigated, or both can be litigated at the same time. The purpose of the monetary damages is to make the allegedly damaged party whole from an economic perspective and generally litigations result in claims and decisions for lost profits and/or actual damages. Actual damages, compensatory damages, reimburse the plaintiff for financial losses incurred as a direct result of the breach of contract or tort.
In commercial litigations, economic damages are often demanded, calculated, and awarded as lost profits. Intellectual and industrial property infringement cases, securities fraud, trade secrets, unjust enrichment, unfair competition, and antitrust cases also can involve such demands. In order to appropriately calculate lost profits, after the liability and causation have been established, it is necessary to determine a reasonable time period for the calculation and apply the right method. Calculating lost profits has some important distinctions and must be done in accordance with the generally accepted methodologies and rules. The key to successful damage litigation is a thorough and fully documented analysis of damages and lost profit calculations. The analysis generally requires the knowledge of the relevant law, appropriate skills in economics, finance, accounting, valuation, and statistical techniques and must be done by experienced forensic expert.
Dr. Uyanık is the author of the Monetary Damage Calculations in Commercial Litigation Cases, and the second edition of his book was published in 2017. He has served as a Court Expert in business litigation cases at the Intellectual and Industrial Rights Courts and Danıştay. He is a frequent speaker at conferences on monetary damages and calculations. He provides special expert opinions regarding the actual damages and lost profits calculations for commercial litigations including unfair competition, breach of contractual obligations, trade secret, patents misuse, trademark infringement, infringement of intellectual properties.
Piercing the Corporate Veil and Organic Linkage Lawsuits
Shareholders are not liable for the debts of capital corporations in which they own an equity interest. A powerful exception to this general rule is the doctrine of piercing the corporate veil which, under certain circumstances, enables a plaintiff to reach the assets of a shareholder or parent corporation or vice versa. The doctrine comes into play mostly in a wide variety of litigations such as debt claims, bankruptcy, fraudulent transactions. From the strategic perspective, a plaintiff may want to pierce the corporate veil to reach shareholders or the parent company, in order to avoid the consequences of bankruptcy or to encourage settlement.
The ultimate issue for the court to decide for piercing the veil cases is whether the dominant shareholders violate the company’s separate legal personality, separate assets and limited liability, or use the company for an alter-ego or a shell or façade or as an apparatus for non-legal transactions. In making this decision, the court will consider evidence dealing with various aspects of the corporate operations including its transactions with its shareholders (factors). These “factors” include undercapitalization; commingling of corporate and personal funds and affairs; disregard of corporate formalities and entities; failure to maintain corporate records; non-functioning of other officers and directors; insolvency; and use of the corporate form to perpetrate fraud. The plaintiff has the burden of proving his case by concrete evidence; it will be accomplished generally by submitting an opinion report.
Dr. Uyanık is the author of the Piercing the Corporate Veil and Organic Linkage, and the first and second edition of the book was published in 2020. He helps clients to achieve the best possible outcome in their veil-piercing litigations, and he prepares special opinion reports for the courts.
Bribery of Foreign Public Officials in International Business Transactions
Verta provides consultancy on OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions cases. Dr. Uyanık has been a Turkish Delegate to the OECD’s Working Group of Bribery (2004-2010) and participated as a member of the lead examining team of the Slovak Republic and Poland’s Phase II Examinations. He also conducted some investigations of bribery cases during 2001-2003 with USA counterparts.
ASD Law Consulting Office
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Phone: +90 312 473 59 49
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Verta Mali Danışmanlık ve Denetim A.Ş.
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Phone: + 90 312 557 07 72
Fax: +90 312 229 08 78