Treasury threatens to revoke foreign takeovers with PwC links

Federal Treasury is reviewing an unknown number of foreign takeovers involving PwC after the embattled consulting firm was accused of misleading the Tax Office to help its clients receive Foreign Investment Review Board (FIRB) approval.

The investigation could lead to criminal charges and approvals being revoked, but Treasury would not say if the review could lead to forced sales if the foreign acquirers were unable to gain fresh approval.

Federal Treasurer Jim Chalmers said the PwC scandal exposed severe shortcomings in Australia’s regulatory frameworks. This now includes foreign investment approvals. Credit: Oscar Colman

The move follows revelations from the Australian Taxation Office that it now monitors the role of advisers when foreign groups seek Foreign Investment Review Board (FIRB) approval, after a recent case involving aggressive tax arrangements where PwC acted as an adviser.

The ATO said statements it received from the applicant and/or PwC, “while possibly legally correct, had the effect of misleading the ATO as to the intended use of aggressive tax structures by the FIRB applicant”. The ATO did not name the applicant involved.

The ATO said this case triggered reforms to the foreign investment application process, which included the Tax Office monitoring the role of advisers in tax structuring for the first time.

It cited announcements as recently as May this year from Treasurer Jim Chalmers strengthening the foreign investment review framework.

“We’re overseeing the biggest crackdown on tax adviser misconduct in Australian history,” a spokesman for the treasurer said in response to queries about the review.

“The PwC scandal exposed severe shortcomings in our regulatory frameworks that were largely ignored by the Coalition, and we’re taking significant steps to clean up the mess.”

But it won’t end there.

Treasury has now confirmed it is investigating past transactions involving PwC that could lead to criminal charges for misleading Treasury, as well as approval for some of these deals being revoked.

PwC declined to comment. At least four PwC clients in recent years have been acquired by foreign groups and may have used the firm for the FIRB approval process.

Carlton president Luke Sayers (left) was told of Tax Office concerns that PwC may have misled Treasury over foreign investment approvals in 2019 when he was chief executive of the firm. Credit: The Age

This includes the $1.5 billion takeover of baby food group Bellamy’s Organic in 2019 by Chinese interests; Tasmanian salmon farmer Huon Aquaculture, which was acquired in 2021; the $1.2 billion takeover of APN Outdoor in 2018; and the takeover of surfwear group Billabong, also that year.

“Treasury is presently examining its records and working with the ATO to identify whether any foreign investment applications where PwC was involved were based on false or misleading information,” Treasury said in a response to queries from Labor senator Deborah O’Neill.

“Subject to the findings of these investigations, Treasury will consider what further actions or responses may be appropriate to take.”

Treasury said that providing false or misleading information to the department could result in criminal prosecution or civil penalties.

“In addition, the treasurer has the power to revoke a foreign investment approval on the basis of false or misleading information or documents,” it said.

Treasury said this review was triggered by information provided by the ATO in response to questions on notice in May this year.

This referred to ATO statements that second commissioner Jeremy Hirschhorn advised former PwC boss and current Carlton president Luke Sayers, in August 2019, of the ATO’s concerns with the PwC tax practice.

This included “involvement in Foreign Investment Review Board approval processes on behalf of clients which, through omission and commission, had the potential to mislead or subvert those processes”, the ATO said in its May response. It also said this specific PwC-related matter had now been resolved.

Sayers was not a part of the tax team and there is no suggestion he is under investigation for potentially misleading the ATO.

The parliamentary inquiry responsible for the queries was set up in response to the PwC tax scandal that started with former partner Peter Collins being banned in 2022 for sharing sensitive government tax plans with other partners and potential clients.

The scandal exploded in May last year when questions on notice from Senator O’Neill led to the publication of more than 140 pages of emails detailing the scale of PwC’s attempts to profit from confidential government plans through its local and overseas operations.

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