Strategic Investigation

The "29" Anomaly

How a Tax "Mistake" Revealed the True Owners of a Global Giant

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Publicly Traded Company (Stock Exchange Listed) The Founding Family 51% Control Holding Vehicle 51% SRL SRL SRL SRL 25% 25% 25% 25% LUX "29" LUX "29" LUX "29" LUX "29" Luxembourg Luxembourg Luxembourg Luxembourg SRL A SRL B SRL C SRL D THE FOUNDING FAMILY Branch A Branch B Branch C Branch D 27% TAX 27% TAX 27% TAX 27% TAX Major Investment Bank Structured the entities COLLATERAL HOLDER HOLDING "29" Not EU-Directive exempt 27% Withholding Tax
Phase 1

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.

Phase 2 - Layer 1

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?

Phase 2 - Layer 2

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.

Phase 2 - Layer 3

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.

Phase 2 - Layer 4

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.

Phase 3

The "29" Anomaly

Standard Luxembourg holdings benefit from the EU Parent-Subsidiary Directive, which exempts dividends from withholding tax. But these entities were different.

Holding "29" Classification

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.

Phase 4

The True Controller

We investigated who structured these Luxembourg entities. The incorporation documents revealed they were set up by a major investment bank.

Collateral, Not Ownership

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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