Share sales

Share sales guidance:

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

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 lawyer when advising a seller or a buyer in a cross-border private M&A...

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

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

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

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

The UK tax legislation contains various provisions whereby one person may be made responsible for the tax liability of another. These are known as secondary liabilities....

Practice Note

Some company acquisitions that involve a corporate buyer will be structured so that the consideration payable is the issue of new shares and/or loan notes by the buying...

Practice Note

The sale of a company's business can be structured as either: • a sale of assets owned by the company (an asset sale), or • a sale of shares in the company by its...

Practice Note

FORTHCOMING CHANGE on extending market value rule to transfers of unlisted securities to connected companies: Following a consultation on aligning the stamp duty and SDRT...

Practice Note

FORTHCOMING CHANGE on extending market value rule to transfers of unlisted securities to connected companies: Following a consultation on aligning the stamp duty and SDRT...

Practice Note

The substantial shareholdings exemption (SSE) is an exemption from corporation tax on chargeable gains for certain share disposals by companies. The exemption does not...

Practice Note

Before disposing of a business or trade, a corporate seller will need to consider how best to structure the deal. The final structure should primarily be dictated by...

Practice Note

The way consideration payable for the acquisition of shares is structured is not always straightforward. In many cases payment can be delayed, deferred or...

Practice Note

The way consideration payable for the acquisition of shares is structured is not always straightforward. In many cases payment can be delayed, deferred or made...

Practice Note

When a person (the Buyer) buys a company, rather than the assets of a business, all of the historic liabilities of that company and its subsidiaries (referred to in this...

Practice Note

The value shifting rules are anti-avoidance provisions. They are similar to the rules applying to depreciatory transactions in that they target the artificial transfer of...

Practice Note

ARCHIVED: This Practice Note has been archived and is not maintained. The value shifting rules are anti-avoidance provisions. They are similar to the rules applying to...

Practice Note

Warranty and indemnity (W&I) insurance may be used in private company sale and purchase transactions (whether structured as a share purchase or asset purchase). W&I...

Practice Note

A UK based purchaser of an overseas business will need to consider the following tax issues: • the potential overseas and UK tax costs associated with the acquisition •...

Practice Note

A non-UK based purchaser of a UK business (or UK-headquartered business) will need to consider the following tax issues: • the UK costs associated with the acquisition •...

Practice Note

It is market practice for a tax covenant, also known as a tax deed, to form part of the transaction documents in respect of a sale of all the shares in a company (the...

Practice Note