A Global Guide To M&A - Italy - by Alfredo Fossati
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A Global Guide To M&A – Italy
by Alfredo Fossati
Contact: E. afossati@fantozzieassociati.it, T. +39
02 726 0591
This article in question and answer format is the
fifth in a series provided by Taxand from their
Global Guide To M&A 2013
www.taxand.com: "Quality tax advice, globally" 2 for some exceptions to this principle). On the con-
trary, an asset deal implies a step-up in the depre-
From A Buyer's Perspective ciable basis of assets transferred corresponding to the
purchase price paid allocated to each asset. Goodwill
1. What are the main differences among acquisi- can in principle be amortized only in the case of asset
tions made through a share deal versus an asset deals where a business as a going concern is trans-
deal in your country? ferred (however again, see section 2 below for some
exceptions to this principle in the case of share deals).
Asset deal
The buyer acquires tax values (subject to deprecia- Share deal
tion) equal to the price paid, while in a share deal in Tax losses carried forward by the target company
principle this does not occur (unless certain condi- may remain available if certain conditions are met
tions are met and a specific substitute tax is paid by (see section 6 below). In asset deals, only assets are
the buyer itself ). transferred and any tax loss remains with the trans-
ferring company.
In fact, given Italy's corporate income tax rate of 27.5
percent (higher tax rates are provided in some cir- Another difference is that a target company's con-
cumstances for oil, gas and energy industries) and its tingent tax liabilities are transferred when the trans-
regional income tax (Imposta Regionale sulle Attività action is structured as a share deal (with a normal
Produttive – IRAP) at rates ranging from 3.9 percent four year statute of limitation which in some cir-
to 4.9 percent, it is important to bear in mind that a cumstances can be extended to eight years). But in
share deal does not allow in principle any step-up in asset deals contingent liabilities relating to the as-
tax value of the target company's assets that would sets or the going concern transferred remain as a
then generate larger tax deductions (see also section general rule with the transferring company.In accordance with Article 14 of Decree No. of 3 percent, while real estate assets are taxed at the
472/1997, the buyer of a going concern is jointly and rate of 9 percent, with a minimum of EUR1,000
severally liable with the seller for the tax liabilities re- registration tax due, plus EUR50 of fixed tax for
garding such assets, but such liability is limited to: each of cadastral and mortgage tax.
An amount not exceeding the value of the assets.
Taxes and penalties for violations relating to the An asset deal made by the transfer of an isolated as-
year of the transfer and the two previous years. set (i.e., not a business as a going concern) is subject
Taxes and penalties for violations resulting from a to VAT or to registration tax, depending on the na-
tax audit carried out in the year of the transfer or ture of the seller (whether the seller is liable for VAT
in the preceding two years, even if such penalties or not) and on the nature of the asset transferred.
relate to previous years.
Moreover, the taxable value of a going concern is
Moreover, in order to limit the buyer's liabilities, the market value (not the purchase price), includ-
the law allows the parties to apply for a tax certifi- ing goodwill, net of liabilities as reported in the
cate stating the amount of tax liabilities attached to company's accounting books, excluding the liabili-
the going concern and existing at the date of the ties that the seller has undertaken to pay. If the as-
request. Once the certificate is issued, the buyer's sets transferred are subject to different registration
liabilities are limited to those resulting from it. The tax rates, liabilities are apportioned to the various
buyer does not take over from the seller any liabil- assets in proportion to their respective value.
ity if the tax authorities do not issue a certificate
within 40 days from the date of application. Commonly, transfer taxes are paid by the buyer. The
parties however may agree otherwise. Both parties
The acquisition of shares of a target company is not are jointly and severally liable for the payment of
subject to indirect taxes or stamp duties (see sec- registration tax.
tion 7 below). But in case the shares sold relate to
an Italian joint stock company (società per azioni), a 2. What strategies are in place, if any, to step up
0.22 percent tax (Tobin tax) applies on transactions the value of the tangible and intangible assets in
executed after March 1, 2013. case of share deals?
In an asset deal where a business as a going concern As a general rule, share deals do not allow any step-
is transferred, it is subject to registration tax at a up in value of any assets of the target company.
rate depending on the nature of assets transferred.
Movable property, receivables, goodwill, patents If the target company is subsequently merged with
and trademarks, inventory etc. are taxed at the rate the acquiring company, the possible merger deficit(disavanzo di fusione), which represents the differ- depreciation). Moreover, Article 15 of Decree No. ence between the cost borne by the absorbing com- 185/2008 allows the absorbing company to step up pany for acquiring the shares of the merged com- the tax value of assets other than the fixed assets; pany and the book value of its net assets, can be this may be done by paying ordinary taxes or, in used to step up also the value of the assets only for the case of a step-up of receivables, by applying a accounting purposes, not for tax purposes. substitute tax at a rate of 20 percent. As an exception to this rule, the 2008 budget law 3. What are the particular rules of depreciation (Law No. 244/2007) provides that the absorbing of goodwill in your country? company is entitled to step up the tax value (for corporate income tax and IRAP purposes) of tan- In an asset deal where a business as a going concern gible and intangible fixed assets received by paying has been acquired and a goodwill price has been paid, a substitute tax at the rate of 12 percent on the por- such goodwill can be recorded on the balance sheet tion of the step-up in value up to EUR5m, 14 per- and amortized for accounting purposes over five fi- cent on the portion of the step-up from EUR5m nancial years or over a longer period if not exceeding to EUR10m, and 16 percent on the portion of the its utilization period and if properly justified in the step-up in value exceeding EUR10m. The step-up accompanying notes. For tax purposes the goodwill option can be elected in the tax returns of the year must be amortized in not less than 18 financial years in which the merger takes place or in tax returns of (Article 103(3) of the Italian tax code). the following tax year. The step-up tax values are ef- fective starting from the fiscal period in which the On the contrary (as discussed in the preceding sec- option is exercised, except for the capital gain or loss tion) in a share deal the possible goodwill deriving computation in the case of sales for which the step- from a merger can be amortized only for account- up is effective only from the fourth fiscal period ing purposes but not for tax purposes unless the following the one in which the option is exercised. option for the substitute taxes is elected. Other opportunities to step up tax values are Where an election is made to pay the 16 percent provided by Article 15 (10-12) of Decree No. substitute tax provided for by Article 15 of Decree 185/2008, which provides a special rule applicable No. 185/2008 in order to step up the tax value of only to goodwill, trademarks and other intangible goodwill and trademarks, their amortization for tax assets. The absorbing company is entitled to step purposes can be done over 10 instead of the usual up the tax value of these intangible assets by paying 18 years. The stepped-up tax values are fully effec- a substitute tax at the rate of 16 percent (see the tive starting from the fiscal period in which the op- following section for the consequences in terms of tion is exercised.
4. Are there any limitations to the deductibility portion of intra-group interest expenses exceeding
on interest of borrowings? the market rate, interest expenses due to residents
in some tax havens, interest expenses on bonds
The regime for the deductibility of interest ex- having a rate exceeding a certain threshold, and in-
penses in Italy was completely revised by Law terest expenses on loans made to cooperative com-
No. 244/2007 (the budget law for 2008), which panies by their shareholders.
abolished the thin capitalization and pro-rata rules
then in force. Excessive interest can be offset within a domes-
tic fiscal unit by computing the total income
According to new Article 96 of the Italian tax code, within the group if (and to the extent) other
net interest expenses (i.e., interest expenses less in- companies within the group have their own 30
terest income) are deductible up to an amount equal percent EBITDA that exceeds their own inter-
to 30 percent of earnings before interest, taxes, de- est expenses. The domestic fiscal unit is the gen-
preciation and amortization (EBITDA) as shown eral tax consolidation regime that applies in Italy
in the profit and loss statement. (upon election) to groups of companies. Among
other requirements for the election is a required
Interest expenses exceeding the 30 percent EBIT- shareholding of higher than 50 percent of vot-
DA threshold are not deductible in the relevant ing rights and participation in profits from the
fiscal year and are carried forward in the following beginning of the fiscal year.
fiscal years. Interest expenses carried forward can
be deducted in the following fiscal years (without Moreover, if a domestic fiscal unity is elected, exces-
any time limit) if and to the extent that 30 percent sive interest expenses can be offset also by the avail-
of EBITDA is higher than net interest expenses able 30 percent EBITDA (net of its own interest
in that fiscal year. If the 30 percent EBITDA expense) of other non-resident subsidiaries meeting
does exceed net interest expenses, such exceeding the following requirements:
EBITDA can be carried forward to offset future The same fiscal year.
exceeding interest. A parent company holding the majority of shares
from the beginning of the fiscal year.
For the purpose of this computation, interest in- Audited financial statements.
come and interest expenses from loans, financial
lease contracts, bonds and from any legal obliga- In other words, for the purposes of utilizing the ex-
tion having a financial nature are relevant. Some ceeding 30 percent EBITDA, a non-resident sub-
categories of interest expenses are excluded and sidiary is considered as a virtual participant in the
considered as totally non-deductible, such as the domestic fiscal unity.In a merger or a demerger, interest carried for- If for whatever reason a merger is not feasible, an-
ward is subject to the same limitations imposed other option is to consolidate the new company
for the carryforward of tax losses (i.e., the net and the target company in a domestic fiscal unity.
equity test and vitality test explained in section In doing so, the target's tax position (hopefully a
6 below). taxable income position) can be offset by the new
company's tax position (usually a tax loss position
The regime for the deductibility of interest expens- due to interest expenses accrued on the debt).
es described above is not applicable to companies
operating in banking, finance, insurance and oth- The upstreaming of dividends may be another avail-
er particular industries listed by the law. For these able strategy, taking into account that dividends are
companies, only 96 percent of interest expenses ac- taxable only on 5 percent of their amount.
crued is tax-deductible.
In formulating the strategy for the acquisition, at-
5. What are usual strategies to push-down the tention must be paid to the limitations to the de-
debt on acquisitions? ductibility of interest on borrowing.
Commonly an acquisition of shares in an Italian 6. Are losses of the target company/ies available
target company is made through a leveraged buy- after an acquisition is made?
out, i.e., by setting up a new Italian company fi-
nanced partially by equity and partially by debt. A new regime for carrying forward of tax losses
The new company uses the cash received to buy was introduced in 2011 by Article 23 (9) of De-
the shares of the target company. Then the new cree No. 98/2011.
company and target company are merged. As a
consequence of the merger, the debt is pushed According to these new rules, tax losses can be car-
down into the surviving company, and interest ex- ried forward without any time limit but can be used
penses accrued on it are utilized to offset revenues to offset the taxable income only within an 80 per-
generated by the target. cent threshold, e.g., given a taxable income for 100
and losses for 120, these losses can offset the income
In recent years the tax authorities have challenged only up to 80 (80 percent of 100) and the remain-
various cases of leveraged buyouts by considering ing 40 loss (120 minus 80) can be carried forward
them abusive tax schemes or by denying the deduct- without any time limit. Tax losses suffered in the
ibility of the interest on such additional debts. The first three years from setting up the company can be
jurisprudence has not yet formed a consistent posi- carried forward – as before – without any time limit
tion on such tax issues. and are not subject to the 80 percent threshold.Such a new regime applies to all carried forward test (see above) and the net equity test (i.e., losses
losses not yet expired in fiscal year 2011 and to tax cannot exceed the net equity computed without
losses generated in fiscal year 2011 and following. taking into account any contributions and pay-
ments to equity made during the prior 24 months)
Limitations to the carrying forward of tax losses ap- are passed.
ply to the transfer of shareholdings and to mergers
and demergers. If the merged companies are part of a fiscal unit
for corporate income tax purposes, the above anti-
For anti-tax avoidance purposes, no loss carryfor- abuse rules do not apply.
ward is allowed (Article 84(3) of the Italian tax
code) and losses are lost when the following condi- 7. Is there any indirect tax on transfer of shares
tions are both met: (stamp duty, transfer tax etc.)?
The majority of the voting shares in the company
that is carrying forward losses is transferred. In an acquisition of shares of Italian companies, no
The main activity carried on by the company is stamp duty is due. Moreover the deed of the trans-
changed from the one carried on in the fiscal years fer of shares is exempt from registration tax in Italy
when losses were suffered. The change in activity unless it is drawn up in the form of a notarized
has to occur in the year the shares are transferred deed (i.e., signed or legalized by a public notary).
or during the previous or following two years. In such a case, a flat EUR168 registration tax is
due. The same EUR168 flat registration tax is due
Nevertheless, even if the above conditions are not if – for whatever reason – a party to the transaction
met, a company can still carry forward losses if, requires a voluntary registration.
during the two years before the transfer of shares,
it did not reduce employees below 10 units and it It may happen that the seller contributes into a new
showed in the profit and loss statement of the pre- company the going concern and then immediately
vious year an amount of revenues and salaries re- sells the shares of the new company to the purchas-
spectively exceeding 40 percent of the average of er. Such share deals should in theory be subject to
the same elements in the previous two years' profit the flat EUR168 registration tax, but the tax offices
and loss account (vitality test). are consistently characterizing them as asset deals
(cessione d'azienda) and assessing the proportional
In a merger (or demerger), tax losses carried for- registration tax rates applicable in an asset deal to
ward by companies involved are available for the the various types of asset (see section 1 above). The
absorbing company (i.e., the surviving entity) after position of the Supreme Court on such litigation
the merger on the condition that both the vitality seems to favor the tax offices.As regards share deals, note that, starting from by Decree No. 78/2009 to include entities located
March 1, 2013, a Tobin tax has been introduced in in any jurisdiction where the following conditions
Italy at a 0.2 percent rate (0.22 percent for 2014) are both met:
and it is applicable also to transfers of shares of The effective taxation of the CFC is 50 percent
joint stock companies (società per azioni) executed lower than the Italian taxation on the same in-
outside financial markets. come, in the same taxable year.
The foreign company derives more than 50
8. Are there any particular issues to consider in percent of its revenues from passive income or
the acquisition of foreign companies? intra-group activities.
When a foreign company is acquired, the main If the above conditions are both met, CFC rules ap-
issue to be considered is whether the company ply unless the Italian parent company obtains a tax
falls within Italy's controlled foreign company ruling from the Italian revenue agency, providing
(CFC) regime. evidence that the activity carried out by the CFC
does not represent a wholly artificial arrangement
According to Italian law (Article 167 of the Italian aimed at achieving an unlawful tax benefit (i.e., by
tax code) and subject to some conditions, a CFC is giving evidence that there is a real business purpose).
treated as a transparent entity and its profits are at-
tributed to the Italian company or individual who Moreover, dividends flowing from companies locat-
controls it. Control means the majority of voting ed in tax havens are not entitled to the 95 percent
rights or an amount of voting rights giving a domi- participation exemption and the relating dividends
nant influence over the subsidiary. (and capital gains) are fully subject to corporate
income tax – that is unless they are already taxed
The CFC's income is computed by applying the for transparency according to the above-mentioned
Italian tax provisions regulating the computation of Article 167 of the Italian tax code.
business income and is subject to tax – in the hands
of the controlling company – separately and at the 9. Can the group reorganize after the acquisition
taxpayer's average tax rate, which cannot however in a tax neutral environment? What are the main
be lower than 27 percent. caveats to consider?
Until recently, Italian CFC regulations were appli- Italian law provides for a tax neutral regime appli-
cable only when the foreign entity involved was a cable to some qualifying corporate restructurings,
resident of a tax haven included in a specific black- such as mergers, spin-offs, contributions-in-kind
list. But the scope of CFC rules has been broadened and exchanges of shares. Under this tax neutralregime, a deferral of capital gains taxation is al- 10. Is there any particular issue to consider in
lowed and the acquiring entities receive a carryover the case of companies whose main assets are
basis in the assets acquired. real estate?
The main caveat to tax neutral restructurings is the The favorable participation exemption regime (ef-
specific anti-tax avoidance provision that requires fective tax rate of 1.375 percent) does not apply to
a transaction to be carried out for sound business the transfer of shares in real estate companies (Ar-
purposes and not with the sole purpose of obtain- ticle 87(1)(d) of the Italian tax code). Capital gains
ing a tax advantage (Article 37-bis of DPR No. on these transfers are subject to corporate income
600/1973). tax at the ordinary 27.5 percent rate.
According to this provision, tax authorities may dis- A real estate company is defined as a company having
regard single or connected acts, facts and transac- the value of its assets mainly represented (i.e., more
tions intended to circumvent obligations and limi- than 50 percent) by real estate. Properties used for
tations provided under tax law and to obtain tax the purpose of a commercial activity are not deemed
savings or refunds otherwise not due. Such anti-tax to be real estate assets for capital gains purposes.
avoidance provision applies to a number of transac-
tions, including mergers, divisions, contributions- Shares in a real estate company are entitled to the
in-kind, sales of business as a going concern, trans- participation exemption regime if the ratio relating
fers of shares and others. To disregard the above to the real estate assets remains below 50 percent
operations for tax purposes, tax authorities must without interruption from the beginning of the
first inform the taxpayer about the reasons for the third fiscal year before the shares are sold.
application of the anti-tax avoidance provision. The
taxpayer then has the right to provide justifications. 11. Thinking about payment of dividends out of
your country and a potential exit, is there any
Moreover, although Italian tax law does not provide particular country that provides a tax efficient
for a general anti-avoidance principle applicable in exit route to invest in your country?
all cases and for all taxes, in December 2008, the
Grand Chamber (Sezioni Unite) of the Italian Su- Domestic withholding tax on outbound dividends
preme Court stated on the contrary that a general is at a rate of 20 percent.
rule based upon the disregard of any abuse of law
conduct exists under Italian law, which stems from No withholding tax applies on dividends in cases
the ability-to-pay principle in Article 53 of the Ital- where the EU Parent-Subsidiary Directive 435/90/
ian constitution. CE is applicable – that is, when an EU parentcompany has held at least a 10 percent stake for According to tax treaties signed by Italy with other
one year in an Italian subsidiary company. countries, capital gains realized on the sale of shares
of Italian companies are often taxable only in the
Moreover, according to Article 27(3-ter) of De- country of residence of the seller. (However not all
cree No. 600/1973, as modified by Law No. the treaties provide such full exemption rules.)
244/2007 in force from January 1, 2008, divi-
dends distributed by an Italian company to enti- 12. How is foreign debt usually structured to fi-
ties that are resident in an EU or EEA country, nance acquisitions in your country?
giving exchange of information (currently only
Norway, while the position of Iceland is not com- In terms of financing acquisitions, any bank loan
pletely clear), are subject to a reduced 1.375 per- that lasts for more than 18 months and is granted
cent withholding tax (corresponding to the or- by an Italian bank is subject to a 0.25 percent substi-
dinary corporate income tax rate at 27.5 percent tute tax (imposta sostitutiva) applied on the amount
on a tax base equal to 5 percent of the dividends). of the loan. This tax substitutes other indirect taxes
The reduced rate applies only to dividends paid due on guaranties like mortgages, pledges, etc., re-
to companies or other entities that are subject to lated to the bank loan. If instead the bank loan is
corporate income tax under the domestic law of not subject to the imposta sostitutiva, indirect taxes
their country of residence. may be due on a guarantee deed executed in Italy.
The reduced 1.375 percent rate applies only to div- No withholding tax applies to interest from share-
idends paid out of profits accrued from financial holder loans if the EU Council Directive 2003/49/
year 2008 onwards. CE on interest and royalty payments is applicable,
i.e., when the two companies are established in an
For distributions made out of profits accrued be- EU Member State and one of them holds directly
fore 2008, the Italian revenue agency has issued at least 25 percent of the other for at least one year
Circular Letter No. 32/2011 in order to come into or when a third EU company holds directly at least
line with the November 19, 2009 judgment of the 25 percent of both the recipient and debtor com-
European Court of Justice in the case C-540/07. panies and the payee is the effective interest pay-
According to the agency, if the distribution is ment beneficiary.
made out of profits accrued between 2004 and
2008, a reduced 1.65 percent withholding tax is When this EU directive does not apply, a do-
applicable corresponding to 5 percent of the cor- mestic 20 percent withholding tax is levied on
porate income tax rate at 33 percent that was in interest paid by Italian companies to non-resi-
force before 2008. dent companies (although the rate is generallyreduced to 10 percent by tax treaty provisions The selling company may also decide to contrib-
signed by Italy). ute the assets to be sold into a new company in
exchange for its shares and then sell that new com-
From A Seller's Perspective pany's shares to the purchaser. In such transactions
the contribution is tax neutral (i.e., the contributing
13. What are the main differences between share company does not realize any taxable capital gain
and asset deals? and the receiving company still keeps the original
tax values of the contributor) and the subsequent
From a seller's standpoint the main difference be- sale of the new company's shares may benefit from
tween share and asset deals is that capital gains the participation exemption regime (only 5 percent
from sales of shares are subject to a more favorable of the capital gain is taxable at a 27.5 percent rate).
tax regime. Italian companies can benefit from
the 95 percent participation exemption provided Such a scheme is not deemed to be abusive for in-
some conditions are met. Capital gains realized come tax purposes (as stated in Article 175 of the
by individuals are subject to personal tax at a rate Italian tax code). For indirect tax treatment, see sec-
ranging from 20 percent to 24.4 percent (see sec- tion 7 above.
tion 14 below).
14. How are capital gains taxed in your country? Is
In asset deals the taxation of capital gains is heavier. there any participation exemption regime available?
If an Italian company sells assets, the capital gain
is subject to both corporate income tax at the or- Italian companies are entitled to the 95 percent
dinary 27.5 percent rate and regional tax (IRAP) participation exemption if the following legal re-
at a rate ranging from 3.9 to 4.9 percent. How- quirements (under Article 87 of the Italian tax
ever, when a business as a going concern is sold, code) are met:
the capital gain is subject to corporate income tax The shareholding has been held at least from
only – not to IRAP. If the capital gain then has to the first day of the 12 month period prior to
be distributed to shareholders, additional taxation the disposal.
on them should also be considered. In both cases Shares have been booked by the seller as a long-
(sale of assets or of a business), if the seller owned term investment (fixed financial asset) in the first
the assets for at least three financial years prior to balance sheet of the holding period.
transfer, the capital gain can be subject to tax upon The participating company is not resident in a
election of the seller, in equal installments over a tax haven.
period of up to five years (Article 86(4) of the Ital- The participating company is undertaking a real
ian tax code). business activity. Companies with assets mainlyrepresented by real estate not used in the business company (not listed on the stock exchange),
activity are deemed not to perform a real business the capital gain is subject to personal tax at
activity under the active business test. 49.72 percent (i.e. , 50.28 percent exempt).
The capital gain is subject to tax according to
The law does not provide for any minimum level of the progressive scale of rates. Income exceed-
participation to apply the 95 percent participation ing EUR75,000 is taxed at 43 percent (plus 3
exemption regime. percent additional tax for income exceeding
EUR300,000 in 2013), so the highest tax bur-
If these four conditions are met, the corporate in- den on a capital gain is about 24.4 percent (46
come tax applies at 27.5 percent on 5 percent of the percent times 49.72 percent).
capital gain, so the tax burden is 1.375 percent.
An increase in the taxation of non-qualified share-
If on the contrary these conditions are not met, holders from 20 percent up to 26 percent has been
the capital gain is fully subject to corporate income announced by the Government to be implemented
tax at the ordinary rate of 27.5 percent. However, as of July 1, 2014.
if the shares were booked as fixed financial assets
in the last three financial years, the seller can elect 15. Is there any fiscal advantage if the proceeds
to subject the capital gain to corporate income tax from the sale are reinvested?
in equal installments over a period up to five years
(Article 86(4) of the Italian tax code). For companies there is no specific fiscal advantage if
the proceeds from the sale of shares are reinvested.
For individuals resident in Italy, the taxation of
capital gains in Italy depends on the level of share- But some tax benefits for individuals, non-profit enti-
holding as follows: ties and non-resident taxable persons are provided by
If the individual is a non-qualified shareholder, the law on the disposal of certain participations if a
i.e., owning no more than 20 percent of voting number of requirements are met (Article 68(6-bis) (6-
rights or 25 percent of the paid-in share capital in ter) as amended by Article 3, Decree No. 112/2008).
the company (not listed on the stock exchange), Capital gains upon the disposal of both qualifying
the capital gain is subject to a 20 percent substi- and non-qualifying participations in stock compa-
tute tax. nies and partnerships are tax exempt provided that:
If the individual is a qualified shareholder, i.e., The participating entity has been set up for no
owning more than 20 percent of voting rights more than seven years.
or 25 percent of the paid-in share capital in the The shares sold were held for at least three years.The capital gains realized are reinvested in another However, the amount of exempt capital gain can- Italian resident company or partnership operating not, in any case, exceed five times the costs borne by in the same business sector and incorporated within the company to which the transferred shares refer the previous three years. The new investment must during five years preceding the disposal, for the pur- be made through the subscription or acquisition of chase or the production of depreciable assets (intan- such companies' capital and within two years from gible or tangible, excluding real estate properties) or disposal of the participations previously held. for research and development activities.
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