Jamille Cummins, Transworld Group
Jamille is a former finalist in the Australian Young Business Person of the Year Award, and as the CEO of the Transworld Group, he brings a variety of skillsets, knowledge and experience to lead the group in realising its vision and meeting its core objectives.
Prior to the Transworld Group, Jamille spent 10 years in sales & marketing and management in the Australian & UK retail sectors leading the business development of new and existing brands. As one of the founding members, Jamille was initially the director of business & project development of the group’s telecommunications service, whereby he led the commercialisation of the group’s retail VoIP and wholesale services.
Since then he has been involved in each of the group’s projects. This has allowed him to continue to develop his skillsets and knowledge across various industry sectors, and thereby enabling him to engage at a senior executive level in delivering;
corporate business administration & management,
international trade & commerce,
logistics, business systems development & integration,
product research & development,
corporate project & management,
global industries market research & analysis,
sales & marketing operations,
capital raising,
investor relations
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5. Intellectual Property Rights
Patents
Trade Secrets
Copyrights
Maskworks
Trademarks
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Cummins,
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6. Patents
Protects “unobvious” apparatus, method
Substantial application effort
Arises under federal, international law
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Cummins,
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7. Trade Secrets
Protects confidential business information
No registration process
Arises under state, federal, international law
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Cummins,
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8. Copyrights
Protects original literal works
Optional registration, marking
Arises under federal, international law
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Cummins,
Transworl
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9. Maskworks
Protects semiconductor lay-out designs
Simple registration, marking
Arises under federal, international law
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Cummins,
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10. Trademarks
Protects distinctive marks, symbols
Optional registration, marking
Arises under state, federal, international law
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Cummins,
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11. Protecting Software / Data
Trade secret as default position
Copyright for original media content
Patent for algorithms, business method
Maskwork for chip implementation
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Cummins,
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12. US Patent Practice
First-to-invent rule
1-year bar-date rule
1-year foreign-filing rule
Export controls
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Cummins,
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13. Other Intangible Assets
Franchises
Covenants not to compete
Governmental permits
Informational base
Business goodwillJamille
Cummins,
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14. US Tax Practice
Business Development Expense §174
Capital Gains for R&D/Patent Sale §1235
Trademark development generally
non-expensable, unless advertising §162
may be amortizable §197
Copyright generally non-expensable,
non-capital asset §1221
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Cummins,
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15. Offshore Motivation
Globally-competitive development,
manufacture, sales, or partnerships
Overall tax savings or deferral
Improve company balance sheet
Cross-border shifting of income, risk,
control, or privacy
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Cummins,
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16. Strategic Options
Offshore technology/IPR development, co-inventorship,
or improvement
Transfer domestic technology/IPR to offshore structure
in favorable tax jurisdiction
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Cummins,
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17. Offshore Development
Impractical when technology rights already mature,
commercialized
Export control restriction on sensitive technology
Favorable early fair market valuation
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Cummins,
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18. Offshore Transfer
Complex structural choices for offshore
entity/ies
US tax regime substantial reach on cross-border
transactions
Territorial practical considerations
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Cummins,
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19. Key Planning Objectives
Align IP ownership with development spend
Locate IP with market, manufacture
Consider incentives, depreciation, exit
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Cummins,
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20. Applicable Tax Regime
US person subject to tax on all income, whether source
is domestic / foreign §1
Tax law of jurisdiction applicable where IP is used,
income source §§ 861-862
Development
Manufacture
Sales
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Cummins,
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21. Transfer Pricing
IRS may reallocate income/deductions between
taxpayers, when transactions conducted by controlled
group §482
May require transfer pricing study/policy to validate
arms-length economic relationships
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Cummins,
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22. Foreign Corporations
Controlled Foreign Corporation
(CFC) §§ 951-964
Foreign Personal Holding Company
(FPHC) §§ 541-547, 551-558
Passive Foreign Investment Company
(PFIC) §§ 1291-1297
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Cummins,
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23. CFC Rules
Total US shareholders owning at least
10% of company exceed 50%
10% shareholders taxed as if dividends
paid, even if no cash distribution
Taxed on share of foreign company
Subpart-F income, even if no cash
distribution
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Cummins,
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24. IP Contributions
US person transferring IP to foreign
corporation recognizes gain based on
fair market value of receivable §367
Exceptions:
Active trade / business by foreign
corporation
Domestic stock transfer, gain recognition
agreement
Foreign stock transfer, corporate
reorganization
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Cummins,
Transworl
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25. Valuation Methods
Excess operating or premium profits
Premium pricing
Cost or royalty savings
Market comparison
Replacement cost
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Cummins,
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26. Inbound / Outbound Issues
Withholding tax on royalties?
Applicable tax treaty, rate?
Trade / business or permanent establishment in foreign jurisdiction?
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Cummins,
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27. Sale vs. License
Transfer “all substantial rights” ?
Sale gives rise to capital gains / loss, usually no
withholding tax
License is ordinary income,
royalties subject to withholding tax
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Cummins,
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28. Licensing Terms
IP grant
Improvements
Currency
Inflation rates
Withholding tax
Exchange
controls
Royalties
Arbitration
Language
Political risk
Travel expense
Product liability
Indemnification
Applicable law
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Cummins,
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29. Country Selection
Entity structure
Funding type
Formation time, documentation
Shareholding meetings
Taxation
Foreign authority information exchange
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Cummins,
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30. Cayman Islands
Entity structure: Company unit trust ltd, partnership
Funding type: Open/closed-end class, hybrid scheme
Formation time/docs: 1-week memorandum, articles of
association or deed of trust, minimum $33k equity or fund
listed on approved stock exchange
Shareholding mtgs: None
Taxation: No individual income, corporate, capital gains or
transfer tax payable by funds or shareholders; no tax treaties
Authority Info: Mutual legal assistance treaty with US to
cooperate regarding narcotics, fraud
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Cummins,
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31. Bermuda
Entity structure: Company unit trust ltd, partnership
Funding type: Open/closed-end class
Formation time/docs: 3-5 weeks prospectus, memorandum of
association or deed of trust
Shareholding mtgs: Annual meeting need not be in Bermuda
Taxation: No individual income, corporate, profit, withholding
capital gains, estate, duty, or inheritance tax payable by funds
or shareholders; no tax treaties
Authority Info: Mutual assistance act with US to cooperate
regarding fraud
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Cummins,
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32. Ireland
Entity structure: Company unit trust ltd, partnership
Funding type: Closed-end, VC professional investor funds
Formation time/docs: 2-3 months, memorandum, articles
of association or deed of trust
Shareholding mtgs: Annual meeting in Ireland
Taxation: Special tax zone exempts funds and
shareholders from income and capital gains tax; tax treaty
Authority Info: Official secrets act maintain
confidentiality except in limited circumstances
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Cummins,
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33. Luxembourg
Entity structure: Fixed capital company, variable capital
unit trust, partnership
Funding type: Closed-end, VC funds
Formation time/docs: 3-5 months, prospectus, articles of
incorporation or deed of trust
Shareholding mtgs: Annual meeting in Luxembourg
Taxation: No income, capital gains, withholding, or
dividends tax on funds of non-resident shareholder; tax
treaty
Authority Info: Banking secrecy statute
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Cummins,
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34. OECD List
Andorra
Anguilla
Antigua & Barbuda
Aruba
Bahamas
Bahrain
Barbados
Belize
British Virgin Islands
Cook Islands
Dominica
Gibraltar
Grenada
Guernsey
Isle of Man
Jersey
Liberia
Lichtenstein
Maldives
Marshall Islands
Monaco
Montserrat
Nauru
Netherlands Antilles
Niue
Panama
Samoa
Seychelles
St. Lucia
St. Kitts & Nevis
St Vincent & Grenadines
Tonga
Turks & Caicos Islands
US Virgin Islands
Vanuatu
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Cummins,
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37. Offshore IP Transfer
US
Company
Holding
Company
Foreign
Subsidiary
Holding Company pays
US Company for fair-
market-value stake in
IP intangibles
Cost-sharing agreement
for IP co-development,
financing by US and
Holding companies,
jointly-owned per
relative contributions
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38. Offshore Subsidiary Licensing
US
Company
Holding
Company
Foreign
Subsidiary
Holding Company licenses
IP to Foreign
Subsidiar(ies) to collect
royalties from customers
in other jurisdiction(s)
US Company receives
royalty portion in US and
accumulate portion
offshore, actively licenses
IP from Foreign Subsidiary
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39. Offshore Tax Benefits
US
Company
Holding
Company
Foreign
Subsidiary
US Company receives
tangible asset as
payments on balance
sheet for sale of
intangible IP
US Company deducts
license to use
intangible asset, may
defer income
repatriation to tax-
efficient time
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