Michael Fluss

Michael advises on complex real estate tax matters, including VAT, SDLT, capital allowances, structured financings and large-scale development projects, often involving REITs, infrastructure, and high-value property transactions.

• Advised Thames Water (ongoing) on the tax implications of Thames Tideway Tunnel Project, focussing on VAT and SDLT.
• Advised Tesco on real estate structured financing and securitisations and numerous transactions relating to its real estate portfolio (including residential), with a particular focus on VAT, SDLT, capital allowances, capital gains and other real estate tax aspects.
• Acted for a major REIT (with a multibillion-pound real estate portfolio) on several high-value transactions, including, in particular, on VAT and SDLT aspects of a major mixed use development major lease regearing and sale of land for a major government infrastructure project.
• Advised (another) major REIT on its high-value portfolio of lettings and discrete large-scale development with particular emphasis on VAT aspects and SDLT.
• Acted for a major UK client over a six-year period on an ongoing HMRC SDLT enquiry (up to £50m).
• Provided advice on various corporate tax aspects to property developer in claim against former solicitors after failure to apply for deferral relief on Stamp Duty Land Tax (‘SDLT’) due in respect of a related overage agreement
• Provided specialist corporate tax advice on the UK tax and stamp duty aspects of a Euro 120 million admission of client into Euronext Growth. Also addressed the dematerialisation of the existing share capital into CREST/Euroclear and achieved exemption from any SDRT charge.

Michael advises on tax issues linked to residential and commercial property, including VAT, SDLT, ownership structuring, acquisitions, financings and lettings, often acting for high-net-worth individuals, developers, and charities.

• Acted for a UK charity on VAT aspects of major works undertaken in respect of a newly acquired substantial UK property.
• Acted for numerous high-net-worth individuals on SDLT aspects of residential property acquisitions, including multiple dwellings relief and higher rate charges for acquisitions of additional dwellings and acquisitions of dwellings by non-residents, and acted on claims for SDLT refunds in these areas.
• Advised on VAT and SDLT implications on an acquisition of mixed commercial and residential properties (for just under £20m) by a residential property developer.
• Advised on VAT and SDLT implications on an acquisition of residential properties.
• Advised on tax implications on a commercial property sale.
• Provided corporate tax advice for Malta’s most prominent cancer charity in respect of a property acquisition in London,
• Provided corporate tax advice to a billionaire owner of a US technology firm on the acquisition of £20m+ flat in central London and how to structure this ownership of this property from a UK tax perspective.
• Provided corporate tax advice on financing and leasing of a residential social housing portfolio,
• Provided corporate tax advice to borrower on £30m loan financing , secured over a portfolio of shared ownership properties owned and operated by a for-profit Registered Provider,
• Acted for a major Canada-based rating agency on numerous residential mortgage-backed securities (RMBSs), providing tax structuring advice on complex property financing transactions.

Michael advises employers and employees on the tax treatment of employment, consultancy, and settlement arrangements, including share schemes, termination payments, and IR35 and NICs planning.

• Advised on tax aspects of consultancy, employment and settlement agreements (including termination payments, tax indemnities, post-employment notice pay, disability pay), from perspective of both employer and employee
• Advised on IR, including in relation to client/worker contracts and scope
• Advised on share schemes and transfer of employer NICs contributions to employee

Michael advises corporates on the tax implications of investments, acquisitions, restructurings, and financings, frequently with cross-border and private equity elements.

• Acted for Myzone, the global manufacturer of wearable fitness tracking technology, on tax issues relating to $16.5m equity investment by Business Growth Fund giving Myzone valuation of $102m.
• Acted for a substantial property services company on tax aspects of the reconstruction/demerger of its property trading and property investment business and subsequent multimillion-pound sale of the trading company to a major private equity fund.
• Advised a purchaser on direct and indirect tax issues relevant to the acquisition of a substantial property holding company for the purposes of major mixed-use development in Hove of a former car showroom site held by a company for redevelopment following the pre-completion demerger of the site from the motor dealing business of the seller.
• Acted for a US business at the cutting edge of apparel manufacturing in relation to tax aspects of the multimillion-pound acquisition of a multinational group of companies (UK, US, China, Japan, Hong Kong, Korea and Australia) specialising in software development.
• Acted for SmartRecruiters, a global leader in enterprise recruitment software based in San Francisco, on the acquisition of Jobpal Limited, the leading talent acquisition chatbot software.
• Advised a gambling software development company on tax aspects in the acquisition of bonds.
• Advised a major client on the direct tax implications of the transition to new accounting standards (FRS 102).

Michael is a corporate tax specialist who advises major international financial institutions, real estate and retail companies on effective tax structuring of property development projects.

• Advised National Grid on disposal (for over £30m) by way of TOGC to a major developer for the residential development of a major site at Southall and on proposed acquisitions of multiple land interests in connection with a major project.
• Acted on the £100m+ debt restructuring of a major private property investment group.
• Advised the real estate arm of a substantial private bank in relation to tax implications of major internal asset reorganisation/refinancing (including advice on corporate interest restrictions).
• Advised an offshore company on corporate tax implications of acquisition, holding and potential future disposal of a substantial real estate development in London.
• Acted for major US law firms and a major US multinational investment bank and financial services company bank in connection with taking lettings of office space.
• Acted for a landlord on a highly complex £140m City development in relation to preserving for landlord capital allowances on £90m landlord’s contribution.
• Advised a Government agency on the multimillion-pound financing of a residential development by major property developers.

Recognised by The Legal 500 for Insurance litigation: for policyholders 2026