Tax Issues in Mergers and Acquisitions

Course Overview:

This seminar considers the taxation implications of buying and selling businesses. 

The viewpoints of the purchasers and vendors are both considered in depth, with the relevant taxes being covered with worked examples and a case study. 

The seminar also covers the tax treatment of managers’ shares and tax issues relating to venture capital. 

Course Content: 

Advising the Purchasers

• Purchase of shares or assets?
• Tax relief for goodwill and intangibles
• Capital allowances considerations, particularly fixtures in buildings
• Protection of trading losses
• Capital gains de-grouping charge
• Stamp Duty and Stamp Duty Land Tax 

Advising Individual Vendors

• Pre-sale planning including pension contributions
• Sale of shares or sale of assets?
• Maximising CGT entrepreneurs’ relief
• The importance of “trading company” status
• Tax treatment of consideration – cash, shares, loan notes and earn-outs
• QCBs or Non-QCB loan notes?  

Advising Corporate Vendors

• Pre-sale planning
• Form of consideration – cash, shares, loan notes and earn-outs
• Securing the substantial shareholdings exemption
• Definition of “trading company” for substantial shareholdings exemption 

Inland Revenue Clearances, in particular

• Section 138 TCGA 1992 re capital gains
• Section 701 ITA 2007 re tax advantages

 Warranties and Indemnities

• Common tax warranties in share purchase agreements
• Tax treatment of payments under warranties 

Tax Issues affecting employee shares

• Taxation of employee shares including restricted securities
• Impact on “earn outs” and MBOs
• The use of share options to attract and retain key staff
• An overview of the Enterprise Investment Scheme
• Qualifying companies and excluded activities
• Conditions for the individual investor
• Significance of being “connected” with the company
• The “Business Angel” rule
• Venture Capital Trusts 

Tax Issues relating to Venture Capital

Delivering this course in-house for you to a number of participants could be very cost effective. Please call us on 020 7387 4484 to discuss this further.

If you have any questions about this seminar please write to us at post@redcliffetraining.co.uk.