On Tuesday, former ski jumper Anders Jacobsen will meet the Swedish-owned padel company Just Padel Group (JPG) in Agder District Court. The reason for the dispute is the sale of a padel center that the former ski jumper owned together with JPG in Hønefoss until autumn 2021. At that time, JPG was owned by the former football profiles Jesper Mathisen and Ole Martin Årst, as well as two businessmen. Mathisen is today known as a football expert on TV 2. Jacobsen believes that the football profiles got him to sign a new shareholder agreement with a co-sale obligation, at the same time that they deliberately kept hidden an ongoing sales process with Swedish We Are Padel. – Got 3 million too little JPG was later sold to the Swedish company for NOK 84 million. But the ski jumper and other local center owners have only been informed of a sales price of NOK 45.5 million. Jacobsen therefore claims that he received over NOK 3 million too little for the shares when the padel center was sold. Mathisen denied that the four former owners had done anything wrong, when the lawsuit first became known in November last year: – We strongly disagree with what Anders Jacobsen claims, and look forward to testifying in the case between Just Padel Group and Jacobsen in March, said Mathisen to VG. After repeated attempts, news has not been able to get a comment from Mathisen, Årst or one of the two businessmen on this matter. Demanded payment for future work news has now investigated in more detail the communication between the former owners of JPG and Anders Jacobsen following the sale to the Swedes, as it appears from the parties’ closing submissions. A prerequisite for the sale was that the Swedes wanted full control of JPG and the centers the padel company had smaller shares in. It was therefore a condition of the sale that JPG gained control of the shares in the companies that ran the padel courts, including the padel center of which Anders Jacobsen was the largest owner in Hønefoss . Former Tromsø player Ole Martin Årsta was one of the owners of Just Padel Group (JPG). Photo: Tor Erik Schrøder / NTB The price for all the shares in JPG and the padel centers in which they were part owners ended at NOK 84 million after a negotiation between the parties. Neither the negotiations with the Swedes, the sale price nor the conditions for the sale should have been shared with the local owners of the padel centers while the process was ongoing. The local owners were later told in meetings that the selling price was NOK 45.5 million. The remaining sum of NOK 38.5 million must first have been kept secret at the request of Jesper Mathisen and the other owners of JPG, according to the final submission that Jacobsen’s lawyer Jan Magne Isaksen in CMS Kluge has submitted to the Agder district court. Later, Jacobsen is said to have received an e-mail from one of the local businessmen in which they claimed that the secret amount, which Jacobsen later found out was NOK 38.5 million, was for the expansion plans of JPG, and that they committed themselves to: … to work on this for quite some time to come. They then get our expertise, our experience, track record and media surface / value, as well as the group’s leading market position.” Anders Jacobsen demands over NOK 3 million from the padel company Just Padel Group. Photo: Berit Roald / NTB – Can trigger tax liability Three tax experts now inform news that if the former owners of JPG are right in their contractual interpretation of the disputed remuneration of NOK 38.5 million, it could have unforeseen tax consequences for the former owners. Such share sale agreements, where part of the sale price is for future work for the company, can trigger tax liability, they say. Basically, share sales are tax-free for limited companies according to the so-called exemption method, explains tax law professor Arve Aage Skaar at UiO to news. But when the remuneration is for more than the company’s “assets”, the situation becomes different, explains Skaar. He says the question has come up in the Supreme Court several times, and the case law is clear in the area: – The remuneration for work effort linked to a share sale is taxable as employment income according to the tax act, says Skaar. The professor is supported by associate professor Eivind Furuseth at BI Business School and associate professor Tormod Torvanger at the Norwegian School of Business (NHH). – Most typically, income tax liability related to the sale of shares arises in cases where part of the selling shareholder’s sale sum is conditioned on him continuing to work for the selling company for some time after the sale. This applies regardless of whether, in addition to the share sale sum, the person in question receives a normal salary from the company he works for, writes Torvanger in an e-mail to news. Reported the sale according to the exemption method The extent of the work Mathisen, Årst and the two businessmen have carried out for JPG after the sale to the Swedes is not known. But according to the Brønnøysund registers, one of the local businessmen has been registered as general manager in five of JPG’s new padel centers that were founded after the transaction with the Swedes was completed. Furthermore, Jesper Mathisen has been a board member of three new padel centers which correspondingly became part of the group after the sale to the Swedes. news has also reviewed the accounts of Mathisen, Årst and the two local businessmen’s private investment company. We have also examined the tax figures for the companies obtained from the Swedish Tax Agency. Overall, the tax figures and accounts show that the 38.5 million that was part of the agreement with the Swedes has not been reported as taxable income in the respective companies. This means that the millions have been reported to the authorities as part of the exemption method. In a short SMS to news, one of the businessmen writes that they have “received help from professionals” to “keep this straight”. – Consequently, we have no need to comment on this any more than that, he writes to news. Warns of serious consequences The tax experts explain to news that it is of no consequence that the shares were sold by the football profiles’ private investment company and not them personally. The tax authority will cut through this, according to Torvanger. On the part of the 38.5 million that cannot be linked to the actual value of the shares, the tax rate will be very high, they explain. – Then there is both tax on ordinary income, social security tax and normally also step-by-step tax on the hands of the selling shareholder, a total of 47.4 per cent. In comparison, companies that sell shares are normally completely exempt from tax, writes Torvanger in an e-mail to news. According to Professor Arvid Aage Skaar, an incorrect reporting of the remuneration of 38.5 million can also have more serious consequences. – It may happen that you agree an amount for the shares and an amount for the work effort, but for tax reasons these figures have been combined to avoid tax liability according to the exemption method. If this is the case, it is then illegal and punishable for the taxpayer and the employer, writes Skaar in an e-mail to news.
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Football profiles can get a juicy tax hit – news Vestland
