Introduction

Groups of companies undertake reorganisations for many and varied reasons but, regardless of the reason, those reorganisations will often have an impact on existing share plans and other employee equity arrangements. In some cases, the impact will be commercial in nature but care will need to be taken to ensure that any valuable tax advantages are not lost.

The most common types of reorganisation are:

1. •

   transferring the business of one group company to another group company, often as a consequence of an acquisition or in order to facilitate a sale of a particular part of the business and assets

2. •

   transferring the shares of one subsidiary to another subsidiary so that the group has the most appropriate structure, often after an acquisition or sale of a business, and

3. •

   putting a new group holding or parent company on top of an existing parent company, usually to facilitate an initial public offering (IPO) or a new third-party investment, without any change to the