Corporate transactions

Corporate transactions guidance:

DRAFTING FOR BREXIT: For the latest information on the impact of Brexit on the drafting, negotiation and enforceability of this Precedent, see Practice Notes:...

Precedents

Produced in partnership with Martin Wilson 1 Capital allowances—for use where the Seller has claimed plant and machinery allowances and the parties will enter into a s...

Precedents

This Practice Note is about capital allowance-related pre-contract enquiries on a property transfer. It applies to the grant of a new property interest (eg a lease) as...

Practice Note

This Practice Note sets out how the capital allowances rules interact with the rules relating to: • capital gains tax, including corporation tax on chargeable gains (CGT)...

Practice Note

FORTHCOMING CHANGE relating to a corporate capital loss restriction: Finance Bill 2019–20 will introduce a corporate capital loss restriction (CCLR), limiting companies’...

Practice Note

Entrepreneurs' relief is a capital gains tax (CGT) relief designed to encourage individuals to set up and expand their own businesses. Provided that the conditions are...

Practice Note

1 Withholding and grossing up 1.1 All sums payable under this [Agreement] by or on behalf of any party (for the purposes of this clause 1, the payer) to another (the...

Precedents

[Law firm’s letterhead] [Addressed to client] Acquisition by [name of buyer] (the Buyer) of [name of target company] (the Company) from [name of seller] (the Seller)—tax...

Precedents

When a person buys the share capital of a company, the transaction will often be referred to as: • a completion accounts deal • an accounts date deal, or • a locked box...

Practice Note

This Practice Note provides an overview of issues that are likely to be encountered by an English-qualified lawyer when advising a seller or a buyer in a cross-border...

Practice Note

The rules dealing with depreciatory transactions and dividend stripping are anti-avoidance provisions. They target the artificial transfer of value out of a company by...

Practice Note

HM Revenue and Customs [insert address] [insert date] Election under section 171A(4) of the Taxation of Chargeable Gains Act 1992 This election is made jointly by [insert...

Precedents

[Letterhead] [Addressed to HMRC Inspector] [Date] We hereby jointly elect pursuant to section 792 of the Corporation Tax Act 2009 (CTA 2009) for [the whole OR [insert a...

Precedents

Produced in partnership with Martin Wilson [Date] [Grantor's name and Unique Taxpayer Reference (UTR)] [Grantee's name and UTR] Election to apportion the price of...

Precedents

Produced in partnership with Martin Wilson [Date] [Transferor's name and Unique Taxpayer Reference (UTR)] [Transferee's name and UTR] Election to apportion the price of...

Precedents

Coronavirus (COVID-19) and TUPE transfers: it has been confirmed that the Coronavirus Job Retention Scheme (CJRS), which provides support to employers with a grant to...

Practice Note

Although the Taxation of Chargeable Gains Act 1992 (TCGA 1992) does not set out how to calculate a capital gain (referred to in the legislation as a chargeable gain), the...

Practice Note

Companies can be treated as forming groups for many different tax purposes. The usual principle behind group treatment is that the companies which form the group...

Practice Note

This Practice Note is about the practical issues that a tax lawyer should consider when advising on an M&A transaction, structured as a share sale, where one of the...

Practice Note

Deal makers may look to insurance to manage a variety of risks inherent in transactions. In many situations, tax risk can be managed or eliminated in a transaction...

Practice Note

The sale of a company's business can be structured as either: • a sale of the business assets owned by the current owner, including goodwill (an asset sale), or • a sale...

Practice Note

DRAFTING FOR BREXIT: For the latest information on the impact of Brexit on the drafting, negotiation and enforceability of this Precedent, see Practice Note:...

Precedents

DRAFTING FOR BREXIT: For the latest information on the impact of Brexit on the drafting, negotiation and enforceability of this Precedent, see Practice Note:...

Precedents

Significance of the target company's share incentive arrangements in the event of a transaction A potential purchaser will typically wish to avoid having any minority...

Practice Note

Where a company wishes to acquire another company whose shares are admitted to trading on a regulated market (such as the Main Market of the London Stock Exchange) or a...

Practice Note

Part 14 of the Corporation Tax Act 2010 (CTA 2010) (the Part 14 rules) contains anti-avoidance provisions designed to stop a profitable organisation from reducing its...

Practice Note
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