Travers Smith

This Practice Note gives an introduction to repo (repurchase transactions) and the Global Master Repurchase Agreement (GMRA), the most commonly used agreement in the UK and EU repo markets. It looks at (1) why parties use repo, (2) payment and delivery obligations, (3) key legal issues which arise with repos, (4) the difference between repo and securities lending, (5) the general structure of the market documentation, (6) benefits of using the GMRA, (7) key provisions under the GMRA, (8) clearing and automatic trading, (9) repo and the Financial Collateral Arrangements (No.2) Regulations 2003, and (10) in brief, the Securities Financing Transactions Regulation.

This Practice Note gives an introduction to securities lending transactions and the Global Master Securities Lending Agreement (GMSLA), one of the most commonly used agreements in the UK and EU securities lending markets. It covers (1) why parties enter into securities lending transactions, (2) payment and delivery obligations, (3) key legal issues which arise in a securities lending transaction, (4) the difference between securities lending and repo, (5) the general structure of the market documentation, (6) benefits of using the GMSLA, (7) key obligations under the GMSLA, (8) central clearing, (9) the pledge structure (security interest) GMSLA, (10) securities lending and the Financial Collateral Arrangements (No.2) Regulations 2003 (FCAR), and (11) the Securities Financing Transactions Regulation (SFTR).

This Practice Note explains the disguised investment management fee (DIMF) rules. It looks at the main planning arrangements targeted by the DIMF rules and explores how the rules operate in practice. Produced in partnership with Emily Clark of Travers Smith

This Practice Note provides a summary of the main issues that arise on a corporate transaction in relation to the company which has granted Enterprise management incentive (EMI) options. It addresses the need to consider whether there are any issues that could prevent the options from qualifying as EMI options or that could have given rise to disqualifying events, and the factors to be borne in mind when reviewing the EMI documentation. It also covers potential valuation issues that may arise, the identity and status of EMI option holders and the potential use of discretion in respect of options. Finally this Practice Note sets out considerations relating to the possible use of cashless exercise with EMI options and issues that may arise in transactions when the buyer is located in the US. This Practice Note is produced in partnership with Claire Prentice and Natalie Paddock of Travers Smith.

This Practice Note explains how the income-based carried interest (IBCI) rules attempt to ensure that only carried interest returns that arise from long-term investment activity can benefit from capital gains tax treatment. It also looks at how the IBCI rules interact with the disguised investment management fee (DIMF) anti-avoidance rules. This Practice Note explains how the average holding period of a fund’s relevant investments is calculated and sets out the special rules applicable to funds with controlling interests, funds of certain types (eg venture capital funds, significant equity stake funds, funds of funds), and the treatment of direct lending funds. It also covers the exemption for carried interest which is conditionally exempt. This Practice Note was produced in partnership with Emily Clark of Travers Smith.

This Practice Note considers, by reference to two case studies, the key pensions issues that employers and trustees should bear in mind when implementing an intra-group reorganisation, eg s 75 debt issues, clearance issues, employer covenant issues, considerations relating to future benefit provision, notification issues and financing concerns.

This Practice Note looks at the taxation of carried interest (sometimes referred to as ‘carry’) in a UK private equity fund. It discusses the use of a separate carried interest partner (sometimes called a ‘founder partner’) in the fund, looks the capital gains tax rules, including as regards base cost, applicable to carried interest, and considers the impact of the income-based carried interest (IBCI) rules. The application of the employment-related securities rules to holders of carried interest is touched on, but considered in more detail in a separate Practice Note within this subtopic. This Practice Note was produced in partnership with Emily Clark of Travers Smith.

This Practice Note describes the tax treatment of fund manager employees who acquire carried interest (sometimes referred to as ‘carry’) in a private equity fund. It considers the application of the employment-related securities rules (including the restricted securities rules), section 431 elections and the 2003 Memorandum of Understanding between HMRC and the BVCA in relation to carried interest. There is also a brief explanation of the PAYE and NICs consequences arising in respect of a carried interest holding. This Practice Note was produced in partnership with Emily Clark of Travers Smith.

This Practice Note is an introductory guide for tax lawyers on how a typical UK (‘onshore’) private equity fund is structured. It explains what a private equity fund is and who the typical investors are (mainly institutional investors seeking long-term capital growth), illustrates how a typical fund is structured, and explains the role of each of the entities in the structure. It also sets out common terms that are agreed with investors and the key documents required to set up the fund. This Practice Note was produced in partnership with Emily Clark of Travers Smith.

This Practice Note considers the application of stamp duty and stamp duty reserve tax (SDRT) to transfers of interests in private equity partnerships. The note considers the stamp duty rules, and, in particular, whether the transfer of a partnership interest is stampable; the consequences of not stamping; whether it matters that the partnership is a UK partnership or a foreign partnership; and how stamp duty is calculated. It then examines whether the SDRT rules apply to partnership transfers. This Practice Note was produced in partnership with Emily Clark of Travers Smith.

This Practice Note describes the role and tax treatment of the general partner in a typical UK private equity fund. It explains how the general partner is remunerated and how it funds payment of the management fee in the early years of the fund, and considers the tax treatment of fund expenses together with the tax status of the management fee. It also sets out some high-level considerations where a non-UK vehicle is chosen for the private equity fund, as well as issues to consider where the general partner is a limited liability partnership or a Scottish limited partnership. This Practice Note was produced in partnership with Emily Clark of Travers Smith.

This Practice Note explains how investors in a typical UK private equity fund are taxed on their share of the fund's profits. The tax transparent structures typically adopted by private equity funds mean that each investor should be treated for tax purposes as if they owned their share of the fund's investments directly. This Practice Note looks at the different types of fund profits arising and the tax treatment for different types of investor. It also summarises some key anti-avoidance provisions, namely, the attribution of gains, transfer of assets abroad, and offshore funds rules. Produced in partnership with Emily Clark of Travers Smith.

This Practice Note deals with the VAT issues that arise in relation to private equity funds. It considers the VAT implications of the dealings between a limited partnership fund and its partners by looking at whether making an investment into the fund or transferring an interest in the fund involves a taxable supply. It also considers whether VAT should be charged on the supply of advice and management services to the fund. This Practice Note was produced in partnership with Emily Clark of Travers Smith.

This Q&A outlines some key issues to consider when looking at planning conditions which contain the words ‘unless otherwise agreed in writing’.