Medtronic 2015 Annual Report Download - page 41

Our tax position may be adversely affected by changes in tax law relating to multinational corporations.
Recent legislative proposals have aimed to expand the scope of U.S. corporate tax residence, limit the ability of foreign-owned
corporations to deduct interest expense, tax the accumulated unrepatriated earnings of foreign subsidiaries of U.S. corporations,
impose a minimum tax on the future offshore earnings of U.S. multinational groups, and to make other changes in the taxation
of multinational corporations.
Additionally, the U.S. Congress, government agencies in non-U.S. jurisdictions where we and our affiliates do business, and the
Organisation for Economic Co-operation and Development have recently focused on issues related to the taxation of
multinational corporations. One example is in the area of “base erosion and profit shifting,” where profits are claimed to be
earned for tax purposes in low-tax jurisdictions, or payments are made between affiliates from a jurisdiction with high tax rates
to a jurisdiction with lower tax rates. The Organisation for Economic Co-operation and Development has released several
components of its comprehensive plan to create an agreed set of international rules for fighting base erosion and profit shifting.
As a result, the tax laws in the U.S., Ireland and other countries in which we and our affiliates do business could change on a
prospective or retroactive basis, and any such changes could materially adversely affect our business.
Moreover, U.S. and foreign tax authorities may carefully scrutinize companies that result from a cross-border business
combination (such as us), which may lead such authorities to assert that we owe additional taxes, which could have a material
adverse effect on our business, results of operations, financial condition, and cash flows.
Risks Relating to Our Jurisdiction of Incorporation
Irish law differs from the laws in effect in the U.S. and may afford less protection to holders of our securities.
It may not be possible to enforce court judgments obtained in the U.S. against us in Ireland based on the civil liability provisions
of the U.S. federal or state securities laws. In addition, there is some uncertainty as to whether the courts of Ireland would
recognize or enforce judgments of U.S. courts obtained against us or our directors or officers based on the civil liabilities
provisions of the U.S. federal or state securities laws or hear actions against us or those persons based on those laws. We have
been advised that the U.S. currently does not have a treaty with Ireland providing for the reciprocal recognition and enforcement
of judgments in civil and commercial matters. Therefore, a final judgment for the payment of money rendered by any U.S.
federal or state court based on civil liability, whether or not based solely on U.S. federal or state securities laws, would not
automatically be enforceable in Ireland.
As an Irish company, we are governed by the Irish Companies Acts, which differ in some material respects from laws generally
applicable to U.S. corporations and shareholders, including, among others, differences relating to interested director and officer
transactions and shareholder lawsuits. Likewise, the duties of directors and officers of an Irish company generally are owed to
the company only. Shareholders of Irish companies generally do not have a personal right of action against directors or officers
of the company and may exercise such rights of action on behalf of the company only in limited circumstances. Accordingly,
holders of our securities may have more difficulty protecting their interests than would holders of securities of a corporation
incorporated in a jurisdiction of the U.S.
A transfer of our shares, other than ones effected by means of the transfer of book-entry interests in the Depository Trust
Company, may be subject to Irish stamp duty.
Transfers of our shares effected by means of the transfer of book entry interests in the Depository Trust Company (DTC) will
not be subject to Irish stamp duty. However, if you hold our shares directly rather than beneficially through DTC, any transfer of
your shares could be subject to Irish stamp duty (currently at the rate of 1% of the higher of the price paid or the market value of
the shares acquired). Payment of Irish stamp duty is generally a legal obligation of the transferee. The potential for stamp duty
could adversely affect the price of your shares.
In certain limited circumstances, dividends we pay may be subject to Irish dividend withholding tax and dividends received
by Irish residents and certain other shareholders may be subject to Irish income tax.
In certain limited circumstances, dividend withholding tax (currently at a rate of 20%) may arise in respect of dividends paid on
our shares. A number of exemptions from dividend withholding tax exist such that shareholders resident in the U.S. and other
specified countries may be entitled to exemptions from dividend withholding tax.
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