The "29" Anomaly
How a Tax "Mistake" Revealed the True Owners of a Global Giant
The Public Perception
To the market and regulators, the ownership appeared straightforward. A prominent European family held a clear 51% controlling interest in the publicly traded company.
Then the company went bankrupt, and it became a matter of public interest.
The Holding Vehicle
Studying the corporate registry, we understood that the 51% stake wasn't held directly by the family. It was held by a domestic holding company.
This is common practice. But who owned this vehicle?
Four Equal Branches
The holding vehicle was owned by four separate limited companies in equal parts (25% each), each representing one branch of the founding family.
The Luxembourg Layer
Each of those four companies was fully owned by a Luxembourg entity. At first glance, this appeared to be standard tax optimization — fully declared and perfectly legal.
But a closer look revealed something unusual.
Back to the Family
Above Luxembourg, the structure returned onshore: each Lux company was owned by another limited partnership, which in turn was owned by an individual family member.
The structure was complete. Or so it seemed.
The "29" Anomaly
Standard Luxembourg holdings benefit from the EU Parent-Subsidiary Directive, which exempts dividends from withholding tax. But these entities were different.
These Luxembourg companies were structured as "Holding 29" entities — not eligible for the dividend exemption directive. Any dividend flowing through would face a 27% withholding tax.
This was not a tax optimization scheme. It was a financial trap.
The True Controller
We investigated who structured these Luxembourg entities. The incorporation documents revealed they were set up by a major investment bank.
The family's "control" was illusory. The bank designed a structure where dividends couldn't flow upward without triggering massive tax costs — ensuring the shares served as collateral under their effective control.
Strategic Insight
This case demonstrates the power of forensic due diligence. By analyzing not just who owns a company, but how ownership is structured, we revealed that the family never truly controlled the assets they appeared to own.
The 1929 in a Luxembourg company formation deed and the understanding of how these structures work together, along with a properly done analysis, is key to disentangle even the most tricky structures.
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