The vast so-called cum ex tax scandal which has rocked Germany in the past decade has already cost the country an estimated €30 billion. It was assumed that a change in the law in 2016 definitively outlawed such trades. But as a cross-border and undercover investigation now reveals, the trade is still flourishing and has targeted far more countries and has cost far more than was previously thought, affecting nearly all of the biggest economies in Europe. Is this the heist of the century?
They’ve turned the AC in the hotel suite down to 18ᵒC. Any hint of sweat on their foreheads would betray them. They can’t appear nervous. That’s how they want their guest to feel.
The air is heavy with the smell of orchids arranged in a crystal vase, a bottle of Veuve Clicquot stands cooling in an ice bucket on the low glass table.
The spectacular glass-wall vista on the 37th floor of the European Union’s tallest building, the Shard, takes in many of London’s most famous sights: the River Thames, St. Paul’s Cathedral, Tower Bridge and to the east, Canary Wharf. The glass fronts of the City, London’s financial district, reflect the sun’s rays. A glance down to street level makes one’s head spin. Without the telescope thoughtfully provided by the hotel, the people appear absolutely tiny, like an army of worker ants scurrying about their business. But the two men aren’t here for the view.
Nor are they part of this world of the super-rich. They’re here to understand how it feels to look down not only on London but an entire continent. They’re here to figure out the methods and mentalities of the bankers, brokers, lawyers and investors who have plundered billions from the treasuries of Europe.
The phone rings at 1:51pm, nine minutes early. Their assistant from Singapore says: “He’s here.”
The two men look at each other and smile. It’s on.
One is Oliver Schröm, editor-in-chief of the German non-profit newsroom CORRECTIV and the other Christian Salewski, a reporter from the German public sector broadcaster ARD TV’s Panorama programme.
But today, they’re brothers. Oliver is ‘Otto’, the elder of the two. Christian is ‘Felix’, his younger sibling. ‘Otto’ and ‘Christian’ are heirs to a German steel fortune worth billions, here to discuss a grey-area investment scheme running into the hundreds of millions of euros. Their supposed assistant, ‘Munirah’, dressed in a neat black dress, is actually the wife of one of their colleagues.
They let their guest sweat in the lobby for another 15 minutes.
The guest, let’s call him ‘Amal Ram’, will have 45 minutes to sell his financial product to the ‘billionaires’. That is 45 minutes for the two journalists to obtain proof for a suspicion they’ve been trying to validate for over a year now: that the biggest tax fraud of all time is not over yet.
If ‘Amal Ram’ is up to what they think he is, then the next phase of the cross-border mega-swindle is about to begin.
‘Otto’ retires to the suite’s bedroom. The elder of the billionaire ‘brothers’ will enter the discussions only later on.
‘Amal Ram’ finally enters the hotel suite at 2:20pm.
€31.8 billion. This is how much a network of equity traders, tax advisors, bankers, lawyers and investors has removed, many including prosecutors say stolen, from the German state’s tax coffers, said a team of eight journalists from Panorama and newspaper Die Zeit after analysing data leaked to them on a UBS drive.
Cum-ex – this is the name German media have given to this scam. Internationally the different variants of these trades are known as dividend arbitrage.
Cum-ex and its variant cum-cum were highly complex share deals with no economic purpose other than to receive tax ‘reimbursements’ from the state – but for tax that had never in fact been paid. This is how it went. The participants would lend each other shares of major corporations, creating the appearance for the tax authorities that there were two owners of the shares when in fact there was only one. The bank which settled the trades would then issue a ‘confirmation’ to the investor that tax on dividend payment had been paid to the tax office – when in fact it had not. With this confirmation in hand, the investors were then ‘reimbursed’ by the state. It’s a bit like parents claiming child benefit for two – or more – children when there is only one child in the family.
The federal German government only called a stop to the practice in 2012 by making adjustments to the tax code, then making another adjustment in 2016 after one variant of the trade had continued. Its response had been so slow that a parliamentary inquiry was set up. Some critics think the finance ministry was fully aware of cum-ex all along but hesitated to close it down as it was one of the few profitable business lines of banks after the 2008 financial crisis.
Either way, cum-ex has been one of Germany’s biggest scandals in recent years, involving virtually the entire banking sector and many high-profile individuals and companies. But strangely it has gone largely unnoticed outside of Europe’s biggest economy.
What drives the traders and bankers behind this scandal? So far none of them has broken their silence. Schröm and Salewski wanted to know how far they went – and what they might be up to next.
Capital markets are global, trades cross borders in milliseconds. It is simply impossible for a single country’s media to investigate what’s happening. To overcome national barriers, CORRECTIV decided a year ago to coordinate a team of journalists from twelve European countries. 38 journalists have followed the traces that cum-ex, cum-cum and similar trades have left across Europe.
And that is why on 7 August 2018, Schröm and Salewski disguised themselves, to try to discover the negotiations behind these trades and to understand the psychology of the people who created it. They’ve assumed false identities, helped by one of the trade’s insiders. They have also found a former major player who has decided to talk. For the interview, which is broadcast on Panorama, they had to disguise him as well. He offered to tell the story, exclusively on camera for the first time, of how the traders create their own belief system and build the “devil machines”, as he calls the trades. But only from behind a mask.
But first, back to the beginning.
Schröm and Salewski, both working as reporters at Panorama at that time, are about to publish an investigation into the cum-ex scam when they receive a second USB drive. It contains legal files and internal documents of banks, hedge funds and big international tax firms. But they can’t exploit the material before their TV documentary-in-progress is broadcast.
A few days later, they discover an email on the drive, sent 7 January, 2007. It shares the result of commissioned research.
Tax experts, it says, have found out that these cum-ex structures can definitely be set up in Switzerland and Austria. It also appears possible that such structures can be replicated in Finland, Spain and France.
The email’s sender is Hanno Berger, known in Germany as Mr. Cum-ex. The 67-year old is a highly specialized tax lawyer, running his own tax firm in Frankfurt. His clients include the rich and famous. He was the main character of last year’s Panorama documentary. Berger wrote legal opinions arguing that it is legal to obtain reimbursement for tax that was never paid.
The email’s recipient is a trader at the London office of Hypovereinsbank, a German bank then owned by Italy’s biggest lender Unicredit. The trader was indicted alongside Berger in May and has been named as one of the early masterminds of the cum-ex trade.
But this is extraordinary. If Berger and the trader had known and quite possibly acted on their knowledge, why did the journalists fail to turn up any media reports on similar trades in Spain, France or Finland? Have the two never implemented their plans for these countries?
Or did they actually systematically swindle those countries too – and their tax authorities are simply unaware of it? Are those trades still happening, long after the authorities in Germany definitively outlawed them?
It’s not unthinkable. Tax data is confidential, which makes it difficult for the various tax authorities of European countries to exchange information. They can’t simply alert their international counterparts when they come across information that suggests their neighbours have been defrauded. It’s as if you witness an armed robbery being committed across a border but can not call the their police.
The ARD TV Panorama team picks up another electrifying piece of information. Prosecutors in Cologne who have led efforts in Germany to bring the cum-ex perpetrators to justice have turned an insider who is now testifying against his former colleagues.
And he is not some minor player. The German national is the former right hand man of Mr. Cum-ex himself, Hanno Berger. Like Berger he is a lawyer and we shall call him ‘Benjamin Frey’.
Schröm remembers ‘Frey’ well. They met in 2014 in a lounge at Zurich international airport. Schröm had just published an article in Stern magazine about how a number of high-profile German investors had put money into cum-ex deals, later claiming they had been unaware that the returns were coming straight out of the German tax coffer.
‘Frey’ had tried to prevent Schröm from naming him in a subsequent story. He’d turned up in standard banking sector uniform: tailored suit, white shirt, red tie. His tone had been somewhere between confident and patronising. The meeting ended badly.
Cut to three years later. The man Schröm meets in the summer of 2017, this time in Cologne airport, bears little resemblance to the arrogant lawyer he’d met three years earlier. There is no woven silk tie $2,000; expensive trainers have replaced the leather shoes. He says he is working out more and has changed his diet. He has given up alcohol, showers in ice-cold water for 20 minutes every morning, and practices breathing exercises and meditation.
Frey also has switched camps. For six months he has been voluntarily assisting the German prosecutors with their inquiries, although whether out of conviction or calculation, it is not clear. “I’ve pulled down my pants, right down to my ankles,” he proclaims. Schröm remains sceptical.
“Something clicked inside my head,” he insists. “You have to believe me. That’s really important to me.”
Frey’s turnaround started years ago with an early morning wake-up call.
At 6am on 22 October, 2014, ‘Frey’ is showering in his lake-side Zurich villa. The doorbell rings. Outside the villa are eight police officers, flashing their IDs and a search warrant to his wife who opened the door, their baby child in her arms.
“That was the scariest day of my life”, Frey groans. Police searched his entire villa and took him to the police station for questioning, only allowing him to quickly grab a toothbrush. From then on, Frey lives in fear.
Frey hopes to strike a deal with prosecutors. Full cooperation in return for legal immunity, not just a reduction in sentence. He will not hold back, he says. Otherwise he risks spending at least seven years in jail, for complicity in tax evasion and fraud. He also promises to open up to the journalists. To let them enter the “devil’s machine”, his term for the cum-ex trades. His only condition: that his name not be disclosed. Anonymity in return for exclusivity. That’s the deal.
In Denmark, journalists and the authorities are also investigating the cum-ex trades. Tax payers have lost up to €2 billion, that’s nearly €350,000 for every Danish man, woman and child. Schröm and Salewski share the 2007 email written by Berger and their Danish colleagues exhale.
The email’s recipient is known to them. They say that he was the role model of Sanjay Shah. While the German journalists had been following Berger and his partner, the Danish reporters had spent months investigating Dubai-based Shah.
Shah, they say, had defrauded to the tune of 1.3 billion euro – through his hedge fund Solo Capital LLP he took €800 million alone – at a time when German prosecutors were already investigating cum-ex trades. Shah, the German journalists now learn, is the linchpin of a multi-billion scheme. And now they’re putting the pieces together.
Shah, the British-born son of Indian immigrants from Kenya, had copied the system used by the Unicredit trader and Berger. He then tweaked it to perfection by buying into a small German bank, which allowed him to control the entire cum-ex chain: a kind of ‘one-stop shop’. But many of his accomplices are angry, as Shah started to gamble to an extent that threatened to bring down the entire business.
Just like Hanno Berger, Shah is staying firmly out of the reach of European prosecutors. He is currently living on Dubai’s Palm Island, a set of luxury villas built on reclaimed land in the Persian Gulf and shaped like a giant palm tree.
Together, the cross-border team of journalists now discover an excel spreadsheet. One column lists countries where Berger and his partner plan to test cum-ex trades: Spain, Italy, the Netherlands, Austria, and Finland. The next columns list the results of their trials: “Works”.
The prospect of a Europe-wide fraud is taking shape. But a plan is not proof.
Journalists, however, can do what the tax secrecy laws prevent prosecutors from doing. They can talk to each other.
Investigative journalists tend to keep their information to themselves as well. Everyone is chasing his own exclusive scoop. But facing big data sets and cross-border stories, they are forced to collaborate more and more, sharing resources, contacts and knowledge.
The German and Danish reporters realize that even if the two USB sticks contained written proof for a Europe-wide cum-ex operation, two teams of journalists are not enough to process the data. German and Danish journalists have zero knowledge of French or Italian tax law or any contacts in those countries’ financial communities.
To find out whether Hanno Berger and his partners in capital markets have been operating across Europe they need to build a broader network.
Fifteen journalists from across Europe have gathered at the Berlin newsroom of CORRECTIV. They work for Follow the Money in the Netherlands, El Confidencial in Spain, Addendum in Austria and Die Republik from Switzerland. The news wire Reuters, well-connected in London’s financial centre, is also present.
The gathering is the kick-off meeting for the project named ‘The CumEx-Files’. CORRECTIV’s technical team has installed security software on everyone’s laptops to allow surveillance-proof communication. They’ve also built a data base to which all journalists have access.
“In Spain, nobody has ever heard the word cum-ex”, the reporter of El Confidencial says over pizza. “Some colleagues asked me whether I now work in Latin,” another one says.
The “CumEx-Files” consist of more than 180,000 pages, put together from a large number of sources. Internal studies done by banks, tax firms and auditors. Legal documents. It’s a view into the cum-ex trades’ engine room. Customer lists, sheets with equity trades, emails, bank account statements. Also interviews with whistleblowers and insiders.
But it’s a view into the past.
Less than four weeks later, the present comes knocking.
There is something lurking in the inner pocket of the jacket of a middle-man. It’s a written offer for a tax-driven share trade. Schröm has been tipped off by a Dubai-based source. The source is knee-deep in cum-ex trades and did not want to speak to the journalists personally. Too dangerous. But he sent a middle-man to Frankfurt airport.
Tax-driven share deals are still happening, with new variants of cum-ex and cum-cum trades and other similar deals, the middle-man says. Right now, at this moment.
“You don’t believe me?” the man asks and reaches into his pocket. He produces the papers. “This offer is from last week. The supplier is looking for investors. They should invest between 150 to 200 million.”
He makes no move to hand over the market offer to Schröm and Salewski. Instead, he coughs up more details.
It’s a low risk investment for between 100 to 150 days. And highly profitable. “If you go in with 200 million you can earn a return of twelve percent, about as much as with cum-ex when it was still possible in Germany.”
“It seems the deals are even more profitable than before”, Salewski says.
The broker laughs. “That’s the irony of it. The returns are good precisely because demand has shrunk. No surprise here, prosecutors are trying to dry out this market. Prices are improving for those who are still active.”
“Can we have that offer?” Salewski asks.
The middle-man shakes his head and returns the document to his pocket. “It’s easily traceable to its source. Something like this is only sent to a handpicked circle of potential buyers.”
“Do you know the trader?” Schröm asks.
“But you do know the name?”
“Yes.” He says a name. Its ‘Amal Ram’.
At this point, the two journalists had never heard of ‘Amal Ram’, the man whom they will later meet at London’s Shangri-La Hotel.
A make-up artist has worked all day on ‘Benjamin Frey’’s new face. Tubes were attached to his nose to allow him to breathe while she added layer after layer of liquid silicon to his face. She takes an imprint to which she adds a new face. A new nose, a new chin, a new pair of lips and new cheeks. Now a second skin made of silicon is attached to Frey’s real skin. He blinks, takes a selfie with his phone and sends it to his wife. “Have you ever met this guy?” She says she hasn’t. The mask has passed the test.
Frey has decided in advance what he is going to tell the journalists during two four-hour sessions in front of the cameras. “I’ve stopped the party for a large number of people with a lot of power, a lot of influence and a lot of money,” he says. “That’s why I’m wearing this mask. And that’s why I’m afraid.”
Then he takes the journalists into his world. From the bottom and all the way up to the top and “into the space ship,” that’s what he calls it.
Frey had grown up in modest circumstances in the provinces where you either become “a worker, a farmer or unemployed”. But he was ambitious, wanted to leave all this behind and in 2001 graduated with a law degree. His grades were so good that he did not need to apply for a job. Companies came knocking at his door. Just like in the Tom Cruise film.
An international law firm had flown more than 2,000 lawyers to its annual gathering in London. Frey was one of them. He could barely afford his first suit.
The firm had rented out London’s Victoria and Albert museum. Frey was gazing up at the main hall’s dome; underneath, round tables were placed between suits of armors and paintings whose subjects were drawn from history and romance.
On one of the tables, there was a card with his name on it. Two of the firm’s partners were seated to his right and left. Over dinner, they asked about his life, his goals, his attitudes, money. He did not have any but wanted a lot of it. “No door was opened and no ladder lowered from this spaceship. They just dragged me in. And then this ship launched.”
There are different rules in this new universe that Frey has entered, different from the world he grew up in. Cum-ex players such as Hanno Berger have always claimed that they have merely exploited all possibilities of the law. “Whether that is morally reprehensible or not, is no criteria,” Berger once said. Later, he will become Frey’s boss, his godfather and mentor.
In a statement to CORRECTIV, Berger maintained his point of view that the cum-ex trade is legal. He denied having been involved in trades outside of Germany.
The trade replaces a moral code with its own, alternate belief system. In this system, the state does not represent the will of the people. The state is the enemy because it seeks to ‘steal’ from the people. Or rather from the ‘clients’. It does not matter whether these clients already have more than enough. “To these people, taxes are costs. And costs are there to be reduced, ideally to zero.”
The only guide whose authority is accepted, paradoxically, is the law written by the enemy. But Berger and his colleagues are contributing to the creation of the law. They commission legal opinions by renowned professors to interpret the law in their favour. Share traders and investment bankers in turn rely on these as if they were holy texts.
Frey once heard that a thick bound volume resided in the London trading room of a large US investment bank, a collection of tax opinions covering countries all over Europe and detailing the deals that could be done. The traders called it, predictably enough, ‘The Bible’.
Investment bankers’ first commandment, it could be said, is: ‘Thou shalt increase money.’ Tax advisors’ first commandment says: ‘Thou shall exploit all legal possibilities.’ Nowhere does it say: Thou shalt not steal.
Berger, a priest’s son, has defended the cum-ex trades with a passion that borders on fanaticism, of a kind that maybe only converts are capable of. Before Berger became Mr. Cum-Ex, he was a director at the Frankfurt tax department Frankfurt was considered an elite tax office and Berger was “Germany’s most feared bank auditor,” Frey says.
Berger did his job so diligently that banks, according to how the story is told in the industry, at some point gave up trying to out-manoeuvre him and decided to hire him instead. If you can’t beat them, buy them.
Berger resisted their offers for quite some time. But when a law firm offered him a salary in the millions, Berger gave in. He quit the tax office in 1996 – and reinvented himself as Germany’s most famous tax villain.
The Quandt family, the owners of German car-maker BMW, companies like Adidas and retailer Karstadt were all Berger’s clients. Frey says Berger also worked for German national team footballers and a German head of state.
Making the tax problems of the rich go away is normal business for a tax firm like Berger’s. But with cum-ex and cum-cum share deals, tax was magicked from a cost into a source of immense profit.
There may be different stories of how exactly the cum-ex trade was invented. There is consensus though that it all started with a technical glitch.
The money machine
According to Frey, an equity trader at a US investment bank came across the trade accidentally. He had bought shares that were delivered four days later. This interval covered the dividend payment day of the company whose shares he had purchased. This profit is taxed in the domicile of the company (say, Germany). German shareholders can ask for this tax to be reimbursed because they have already paid corporation tax.
The trader suddenly realised he had this tax payable in his book without actually owning the shares. The amount was £50 million. It was a very large trade.
The trader wanted to get rid of these funds that were not his. He approached the seller of the shares who had also been reimbursed his tax. The bank’s legal department sought professional tax advice to find out how to return the money to the tax office. The answer came back: “You can keep it.”
There is no law that prohibits a multiple tax payout, they said. And if something is not explicitly prohibited, it is legal, the tax advisors argued. The trader kept the money. And because the tax reimbursement happened automatically, the scheme could be repeated time and again.
All you needed was enough funds to trade the shares for a few days around dividend payment date. Or you could even just borrow the shares.
“It was as if Fort Knox had been looted, but better. Why? Because the state was the source of the funds, and this source could not run dry. If there is perfect crime, it’s this one,” says Frey.
The scheme yielded annual returns of 60 percent with zero financial risk. Frey insists that it was not the work of a handful of brilliant crooks. He says an entire industry was involved, consisting of hundreds of bankers, investors, tax advisors and lawyers spread out over continents.
Investment bankers and hedge funds would structure the Special Purpose Vehicles (SPVs), traders would then sell them to investors who put in €100 million on average. Banks provided loans, multiplying the trades’ volume by up to 20 times. They also issued the tax credit documentation that investors could use to have tax paid on dividends reimbursed. Tax lawyers would write legal opinions confirming that everything was legal. All of them make money off the trade.
Frey calls it “organized crime in bankers’ suites”. It’s cross-border and happens only on paper. There are no attaché cases stuffed full of used banknotes to be physically smuggled across borders, without mafia-style meetings in back rooms. Every cog in the machine knows what to do. Pre-paid phone are used to agree deals. There are no witnesses to the deals and very little paper that could serve as evidence.
And the German state? It had not only been watching for years, it seems, it had approved its own impoverishment.
In 2002, a full ten years after an official at the economy ministry in the state of Hesse, home to the Frankfurt financial district, first rang the warning bell about these trades, the German banking association alerted the German finance ministry to the risk of double tax reimbursements and proposed a solution.
In 2007, one year before the global financial crisis, the German government implemented the proposal written by the German banking lobby without any changes. The floodgates were opened. The cum-ex trades reached their high point by the year 2010, according to Frey.
Frey says that German tax law has grown so complex that those who have written the laws no longer understand it themselves. If changes need to be made, law-makers rely on the tax advisory industry.
Frey offers another comparison: the State asks the fox how to fortify the henhouse to stop the fox getting in.
The basic idea of greed is: it’s never enough. “During a long-distance flight you’re allowed to fly first class and you think: I’ve made it! Then you leave the plane and find the trader you’re meeting has arrived in a private jet.”
But greed was only the beginning, says Frey, because at some point money just turns into an abstract figure. From then on, it’s no longer about the next million. It’s about challenges, about the thrill. You could also say: arrogance and dreams of all-encompassing power have stepped next to greed.
Imagine you’re in a skyscraper in Frankfurt. When you look down you see only tiny ant-like human beings. We were looking down from up there and thought, “We’re the smartest! We’re geniuses! And all of you are stupid!”
Frey recalls meetings during where it was said: “Anyone who takes issue with the fact that there’ll be fewer nurseries in Germany because of the trade we do is in the wrong place.” Nobody left the room.
Frey says that investors rarely had any qualms. “I know hardly anyone who declined our offer.” The few exceptions were those who feared reputational damage if their involvement in the trade got out. And Frey says the investors all knew where the money was coming from. “The returns come from the State. And the State cannot go bankrupt,” the bankers told investors.
And if you did have the feeling sometimes that the cum-ex trades were morally reproachable? “If you allow this thought, you’re removed from the team,” ‘Frey’ says. “You’re kicked out of the spaceship.”
When Frey not only allowed this thought to take hold but even went so far as voicing it in spring 2016 his then fellow participants called a meeting at Zurich airport. Or rather a tribunal.
With his lawyer by his side, everyone else tried to convince Frey not to jump ship. They tried to convince him that everything was legal. That the state is an enemy that needs to be fought. At that point Hanno Berger, Frey’s mentor had already filed a criminal complaint against prosecutors who were investigating the trade.
Then Frey’s lawyer told the meeting: “You know, we’ve already heard all of this. But we’ll do everything different.”
By that he meant that Frey would cooperate with prosecutors. The room went quiet. Frey slid down his chair – but the world didn’t turn upside down. First there are beads of sweat on the faces around the table. Then panic spread through the room, at least according to how Frey tells it.
Over the following months, a number of cum-ex traders followed his example and crossed over to the enemy.
But not Hanno Berger, the cum-ex mastermind, who continues to wage his legal battle from his home in the Swiss Alps. He has now also filed criminal complaints against journalist Schröm and his colleagues. He insults judges and the state in phone calls tapped by prosecutors.
One of his lawyers is Wolfgang Kubicki, and a very influential man. He is the deputy chair of the German Free Liberals party (FDP) and the German parliament’s vice president. He would have been German finance minister had his party’s coalition talks with Angela Merkel’s CDU and the German Green Party not unexpectedly broken down after the last general election in autumn 2017.
The journalists have one last question for Frey: “Now that cum-ex and cum-cum trades are no longer possible in Germany, are there any markets in Europe where it’s still possible?”
The answer: “How do you know it’s no longer possible in Germany?”
The masterminds are currently out of reach, he says, but their knowledge has survived in the minds of their disciples. “It will happen again. I’m certain that the new generation is already preparing the next assault.”
Could ‘Amal Ram’, the man with the market offer, be part of this new generation?
It only takes a few clicks to find him: ‘Amal Ram’, studied in London. He then embarked on a picture-perfect cum-ex career at banks and hedge funds that only leaves one conclusion: ‘Ram’ is a follower of Sanjay Shah, the man who is wanted by Denmark for €2 billion.
Shah is certainly the most colorful figure of the cum-ex world, which is generally inhabited by suits. Even Berger found him dodgy and, according to Frey, did no business with him. Frey calls Shah “a cowboy” and variations on the word “crazy”. A lawyer for Shah declined to answer questions sent ahead of this publication.
Frey reckons Shah became a cum-ex billionaire in a very short period of time, possibly a multi-billionaire. And he liked spending it. During the Abu Dhabi Formula One, he lavishly entertained guests on his luxury yacht moored off the Emirate’s coast. The yacht is called, perhaps you’ve already guessed: ‘Cum-Ex’. The parties are as legendary as concerts of the late Prince and Lenny Kravits among others that Shah arranged in London and the Dubai desert through his charity, Autism Rocks.
His office, as big as a school gym, was in one of the towers of Dubai’s financial district. When Frey visited it once, it was already empty. Shah was under investigation and the employees who worked there had left. But someone had forgotten to take with them the rare species of tropical fish, swimming in a giant aquarium in the centre of the atrium. Frey thinks it measured at least ten metres by five.
In this trade, it’s a mere risk calculation whether or not to go after Denmark. The country boasts few large listed corporations, meaning that high tax reimbursement claims stand out. It’s also a direct challenge to the state, in particular when investigations are already on the case next door in Germany.
Frey remembers one trader telling him: “Shah will bring all of us to our graves. He’s overdoing it.” All traders knew there were limits, Frey says. But not Shah.
Shah also was more resourceful than others. He not only worked out how to get his hands on the tax revenues of nation states but also how to circumvent the investment banks in the process. Banks finance the cum-ex trade, providing loans, sometimes in the billions. Crucially, they issue the tax credit documents that are used to ‘recover’ the corporation tax. For all of this, they get a share of the spoils. Shah simply bought a small bank in Hamburg.
The trade puts it this way: Shah purchased his own printer. Because that’s all it took now to print himself the tax credits. Shah turned the complex cum-ex trade into a closed circle. He could turnover the same shares 20 times. This highly refined cum-ex variant is called “looping”.
Would ‘Ram’ really risk more than his dubious mentor? And does his market offer follow the logic of cum-ex or its cum-cum variant?
As a first step to discovery, Schröm and Salewski engineer an email to ‘Ram’, sent on 21 June, 2018. The sender is one Simon M. Keynes, representing an offshore company based in a European tax haven.
“Dear Ram, A contact in Dubai told me a few things about the financing opportunity. I believe that the family that I represent at a single family office is in principle interested in such deals. We have collected a lot of good experience over the last years in doing investments like this (e.g. at a bank in Hamburg).”
He stresses that the family is very sensitive about its reputation. Keynes suggests a phone call and asks to be sent additional documents.
The name ‘Simon M. Keynes’ is fake and so is the email address tied to the offshore company. The company itself, however, exists. It has been commercially registered for over ten years and belongs to a long-time source of Schröm who agreed to its use. It would have raised too many suspicions if they’d set up a brand new offshore company: why would a long-established billionaire family use a company only days old?
Ram responds the same day.
“Dear Simon, Noted and understood with respect to the sensitivities and reputational risks, the way we have structured the opportunity means that we are focused on a range of markets and its follows strict processes, procedures and guidelines in order to create longevity. Also please be reassured that any markets in the ‘spot light’ do not fall within scope of our opportunity. I will send across 2 power point presentations for you. I am more than happy to meet you in person as and when required. Kind Regards, Ram”
Ram has taken the bait. The next day he sends two presentations, ‘Finance Proposal – Participant’ and ‘Finance Proposal – Term Loan’.
The first promises quick money without reputational risk. Investors can claim not to have known that their funds were used in trades that rely on taxpayer money to be profitable. The second proposal is more lucrative but involves investors directly in the trades and therefore they would receive the tax reimbursements in their own name.
The presentations contain few details but it’s clear that Ram has found a new package for share trades similar to cum-ex and cum-cum: the state is the source of income.
During a weeks-long exchange of emails, Ram provides more documents. ‘Keynes’ hints that the investors will put in more than €100 million. But Ram is holding back and insists on meeting personally.
That is why the journalists become ‘Otto’ and ‘Felix’. There’s no need for Ram to learn their family names. It’s common in these circles not to identify oneself fully. No business cards will be exchanged. It’s enough for the right person to make introductions – in this case Simon M. Keynes and his offshore company.
He suggests a meeting for 7 August.
The scene: a conference room in a villa belonging to public broadcaster NDR, which is part of the ARD network.
“Do you know what it means to be really rich?” asks an asset manager who prefers to remain nameless. His clients include some of the wealthiest individuals in the world. Today he is coaching journalists, coaching them how to behave like billionaires.
“Of course”, says Schröm. “Money doesn’t matter. I can afford everything.”
“No. It means: no limits. You have the black credit card.”
Schröm is puzzled.
“You don’t know the black credit card?”
The Black Card by American Express, their coach says, is granted only by invitation. It costs €5,000 a month. There’s no limit. And there is a concierge service. If you want to go shopping at Harrod’s in London on a public holiday it only takes one call and they open Harrod’s for you.
“So, no limits. Understood.”
“And you’re afraid.”
“Afraid? But I have the black credit card!”
“You’re afraid your assets could shrink from 3 billion to 2.7 billion. You’re afraid that everyone is after your money, you’re afraid your kids could be kidnapped. An entire law firm makes sure there are no pictures of your kids on the internet.” The coach is creating the two brothers ‘Otto’ and ‘Felix’, a cover. It’s a ‘well-known’ family from Germany. The grandfather made his money in the steel trade. A few years ago they sold the family business and moved to Switzerland, for tax reasons. Their investment vehicles are spread over Luxembourg, Lichtenstein, Malta, Dubai and the British Virgin Islands. They own a jet, an island in the South Seas.
The two half-brothers run the investment portfolio, trying not to touch the capital. They’ve invested in cum-ex trades before. They would like to re-enter but are worried about their reputation. ‘Otto’, the elder, is cautious. ‘Felix’, much younger, is more reckless. He would like to prove to this elder sibling that he knows how to make money himself.
‘Simon M. Keynes’ proposes London as a meeting location. The two brothers will be in town for a two-day shopping trip. It’s a rare chance to have 30 minutes with the pair of brothers in their hotel, Keynes proposes to Ram.
“What’s your budget?” the asset manager asks.
The journalists have learned their lesson: “No limit!”
The suite in the Shangri La Hotel on the 37th floor of London’s Shard costs €2,500 a night. It’s the minimum that seems appropriate.
The journalists buy clothes to simulate the shopping spree. They also buy a black dress, tight but not too sexy for their assistant. “It’s good to have an assistant,” the asset manager says. “But will she be up to her role?”
The assistant ‘Munirah’, the wife of another Panorama colleague is multilingual and speaks perfect business English. She’s an ideal cast and the asset manager is happy. “Just don’t be too friendly to her.”
“Describe your professional background to us,” Felix says.
“A pleasure to meet you both. My background, I originally started at Maple Bank.”
Maple, one of the main players in the cum-ex trade.
Ram recounts how he entered the trade at Maple’s London subsidiary. Calls it his “baptism of fire”. He mostly worked in closing trades, for five years. “Then there was a dip for various reasons, as I am sure you are both aware.”
“Dip” means: 285 German prosecutors and police officials are searching the bank’s Frankfurt unit. They discover that Maple has taken €450 million.
“And then Maple kind of stepped back from that.”
That means: the German subsidiary of Maple went bust over its cum-ex trades. Maple had booked too few provisions to cover the funds that the tax authorities were demanding.
Ram moves on and joins a hedge fund. “But through the experience of actually getting into the mix, you learn all the technicalities. You develop relationships. Those are the relationships that I continue to maintain,” he says. After four years at the hedge fund he starts to work at the London office of the bank bought by Shah for cum-ex trades. Shah also used this bank to launder the proceeds from his Denmark heist.
The CV is damning – or stellar, depending on your point of view.
“We invested in the Caerus Fund of your former employer in Hamburg,” Felix says.
“I know this fund.”
Caerus was a cum-ex fund set up by the small Hamburg bank in 2010. This information confirms to ‘Ram’ that ‘Otto’ and ‘Felix’ have previously been involved in cum-ex. He can speak openly now.
Ram talks about his former boss Sanjay Shah without naming him.
“For some years it was going really well. But there were too many egos involved. That was the problem.”
Ram says he quit Solo Capital at the right time, six months before prosecutors began to target the hedge fund, leading to its break up. “I have family. I don’t want to look over my shoulder for the rest of my life.”
Ram explains how he set up new funds in London, bringing together bankers and traders.
“There’s people in my team that I worked with before, people in the right places,” he says.
Otto enters the conversation. Worried about his family’s reputation, he would like to know whether anyone is part of Ram’s team who’s under investigation in Germany. “Are these people with a certain past?”
“Oh, no! These are people with experience who have traded before. But none of those under the spotlight at the moment.”
Felix says that the family would like to enter the market again after it’s become quiet again around cum-ex deals in Germany.
Ram smiles and says: “We’ve got probably around seven markets. The top markets are still France and Italy.”
He rattles off a list of countries in which he has “tax-driven” share deals on offer. Spain is the main target market besides Italy and France. In addition, but to a lesser extent, Norway, Finland, Poland and the Czech Republic. And after a quiet period you could also being to target Germany again.
“The way things are in Germany, I would give it at least another year before I move in again. There are people trading Germany. Don’t get me wrong, that’s their right. But me personally, I would give it another year.”
The journalists are struggling for a moment not to betray their cover. Cum-ex has not been possible in Germany since 2012, and the cum-cum variant is supposed to have been rendered impossible when the law was changed in 2016.
Ram says this law could be circumvented, assuring: “Yeah, it's cum-cum, it's less aggressive but the German authorities are still pulling up banks on it.”
Ram continues with his presentation. The main target markets -- France, Italy and Spain -- are listed as providing the best returns.
“It’s still market neutral, isn’t it? Felix asks.
“Everything is market neutral.”
That means there is no financial risk, no downside. It’s the old game, the trades have no underlying economic logic. The returns are generated not from the share price but from the taxes.
“It’s interesting. I like it,” Felix says.
True to his role as the more cautious elder brother, Otto once more voices concern about the family’s reputation. Ram says a good reputation is the key to his business, as well.
Otto brings up the high returns on the proposed trades. “From our experience these are cum-ex levels, aren’t they?”
“Not quite. You don't want to blow the market up but you want to be able to be aggressive enough, but also stay under the radar.”
“How do you call it now, if not cum-ex?”
“I’d call it ‘event-driven,’ ” he says. “The way cum-ex was structured was too aggressive.” The new products are less aggressive but still very profitable.
“Let’s name it, the money is coming out of tax money.”
Ram grins. “Yay.”
The tax fraud has spread across Europe. We will keep you up to date with latest news from all over Europe – all stories, behind the scenes material and updates on CORRECTIV.