Share and asset sales

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Latest Tax News

FTT allows unilateral credit for US withholding tax when treaty relief did not apply (Aozora GMAC Investments v HMRC)

The following Private Client news provides comprehensive and up to date legal information on FTT allows unilateral credit for US withholding tax when treaty relief did not apply (Aozora GMAC Investments v HMRC)

SDLT—annuity did not prevent market value rule applying (M&M Builders v HMRC)

The following Private Client news provides comprehensive and up to date legal information on SDLT—annuity did not prevent market value rule applying (M&M Builders v HMRC)

Tax weekly highlights—6 May 2021

The following Tax news provides comprehensive and up to date legal information on Tax weekly highlights—6 May 2021

Danish Tax Authority faces jurisdictional barrier in withholding tax claim (Skatteforvaltningen v Solo Capital Partners)

The following Tax news provides comprehensive and up to date legal information on Danish Tax Authority faces jurisdictional barrier in withholding tax claim (Skatteforvaltningen v Solo Capital Partners)

Featured Tax content

Tax considerations on a loan agreement—the tax indemnity clause

This Practice Note:•explains:◦the purpose of the tax indemnity clause that is normally found in a loan agreement, and◦that the standard drafting of...

International movement of capital

The international movement of capital rules should be considered whenever:•any non-UK tax resident subsidiary (referred to in this note as a foreign...

Management buyouts—summary of tax issues for management

A management buyout, or MBO, involves the acquisition of a business by its existing management team usually with the help of private equity financing....

Value shifting

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

Practice notes

Property authorised investment funds (PAIFs)—summary

The regime for property authorised investment funds (PAIFs, or as HMRC use in regulations and their published guidance, Property AIFs)) was introduced...

Produced in partnership with Martin Shah of Simmons & Simmons LLP based on material originally written by Charles Goddard of Rosetta Tax LLP 12th Jan

Practice notes

EIS funds, including approved knowledge-intensive funds

The Enterprise Investment Scheme (EIS) is designed to encourage investment in smaller, higher-risk trading companies by offering a range of tax...

9th Nov

Practice notes

Types of lending

Overdrafts, term loans and revolving credit facilitiesThree common types of loan facility are:•overdrafts•term loans, and•revolving credit facilities...

9th Nov

Practice notes

Direct tax treatment of damages and compensation payments

Where a dispute is brought to an end by a payment of damages or compensation, whether under a court order or an out-of-court settlement agreement:•the...

9th Nov

Practice notes

Schemes of reconstruction defined

This Practice Note is about the meaning of a scheme of reconstruction for tax purposes.Tax neutrality is maintained where a company (company A) enters...

9th Nov

Practice notes

Tax considerations on a loan agreement—the tax gross up clause

It is standard market practice for loan agreements (also known as facility agreements), whether bilateral or syndicated, to:•prohibit a borrower from...

Produced in partnership with Eloise Walker of Pinsent Masons 12th Jan

Practice notes

Section 198 and 199 elections on transactions involving real estate

This Practice Note describes the law and practice relating to elections under section 198 or 199 of the Capital Allowances Act 2001 (CAA 2001), which...

Produced in partnership with Martin Wilson 12th Jan

Practice notes

Capital reduction demergers

The reasons why a company might carry out a demerger, and the different ways in which a demerger may be structured, are described in Practice Notes:...

Produced in partnership with Zoe Feller of Bird & Bird 12th Jan

Practice notes

Why have a tax covenant?

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...

9th Nov

Practice notes

VAT on composite supplies

Brexit: As of exit day (31 January 2020) the UK is no longer an EU Member State. However, in accordance with the Withdrawal Agreement, the UK has...

Produced in partnership with Martin Shah and Gary Barnett of Simmons & Simmons LLP 12th Jan

Practice notes

Plant and machinery allowances—definition of plant and machinery

Plant and machinery allowances are the most widely used form of capital allowance. Plant and machinery is often (wrongly) interpreted as if the terms...

Produced in partnership with Martin Wilson 12th Jan

Practice notes

Unilateral relief for foreign tax

Unilateral relief, like double tax relief, aims to relieve double taxation. Subject to certain conditions being satisfied and specific limits,...

9th Nov

Practice notes

Bank levy

FORTHCOMING CHANGE: HMRC is consulting (13 July to 10 August 2020) on draft regulations to provide a deduction from a UK entity’s equity and...

Produced in partnership with Charlotte Sallabank of Katten Muchin Rosenman UK LLP 12th Jan

Practice notes

VAT—triangulation

Brexit: This Practice Note contains information on subjects impacted by the UK’s withdrawal from the EU. The Taxation (Cross-border Trade) Act 2018,...

Produced in partnership with John Fuszard of Sagars Accountants Ltd 12th Jan

Practice notes

Property holding structures—direct tax treatment of a Jersey property unit trust (JPUT)

FORTHCOMING CHANGE relating to property rich collective investment vehicles and certain investors: HMRC is consulting until 16 December 2020 on draft...

9th Nov

Practice notes

What is an intangible fixed asset?

Part 8 of the Corporation Tax Act 2009 (CTA 2009) is a specific corporation tax regime that applies exclusively to the gains and losses of intangible...

Produced in partnership with Anne Fairpo of Temple Tax Chambers 12th Jan

Most recent Share and asset sales content

Precedents

Share purchase agreement—pro-buyer—corporate seller—conditional—long form

This Agreement is made on [insert day and month] 20[insert year]Parties1[Insert name of selling corporate entity] incorporated in [England and Wales...

6th May

Precedents

Asset purchase agreement—long form—conditional (buyer’s version)

This Agreement is made on [insert day and month] 20[insert year]Parties1[insert name of selling corporate entity] a company incorporated in [England...

6th May

Precedents

Share purchase agreement—cross-border

This Agreement is made on [insert day and month] 20[insert year]Parties1[Insert name of selling corporate shareholder] incorporated in [England and...

6th May

Precedents

Election—capital allowances apportionment on sale of land—CAA 2001, s 198

[Date][Transferor's name and Unique Taxpayer Reference (UTR)][Transferee's name and UTR]Election to apportion the price of fixtures under section 198...

Produced in partnership with Martin Wilson 5th May

Practice notes

Section 198 and 199 elections on transactions involving real estate

This Practice Note describes the law and practice relating to elections under section 198 or 199 of the Capital Allowances Act 2001 (CAA 2001), which...

Produced in partnership with Martin Wilson 5th May

Practice notes

Restrictions on the use of losses following company takeover

FORTHCOMING CHANGE: Finance Bill 2021 amends the definition of a change of ownership so that the ‘wider’ definition (referred to below), that...

26th Apr

Practice notes

Substantial shareholdings exemption

The substantial shareholdings exemption (SSE) is an exemption from corporation tax on chargeable gains for certain share disposals by companies. The...

21st Apr

Practice notes

Secondary tax liabilities of companies

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

Produced in partnership with Satwaki Chanda 12th Apr

Practice notes

CGT—business asset disposal relief (formerly entrepreneurs' relief)

Business asset disposal relief (BADR), which was called entrepreneurs' relief for tax years prior to 2020–21, is a capital gains tax (CGT) relief that...

Produced in partnership with Satwaki Chanda 12th Apr

Precedents

Loan note instrument—private M&A—share purchase

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

9th Apr

Practice notes

Private company transactions—share incentive considerations

Significance of the target company's share incentive arrangements in the event of a transactionA potential purchaser will typically wish to avoid...

9th Apr

Practice notes

Roll-over relief for capital assets

This Practice Note is about roll-over relief for capital assets, which is a deferral of capital gains tax, or corporation tax on chargeable gains, for...

9th Apr

Practice notes

VAT—consequences of a transfer of a going concern

IP COMPLETION DAY: 11pm (GMT) on 31 December 2020 marks the end of the Brexit transition/implementation period entered into following the UK’s...

Produced in partnership with Cathya Djanogly and Wedlake Bell 9th Apr

Practice notes

Value shifting

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

9th Apr

Practice notes

Employment tax implications of a TUPE transfer

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

9th Apr

Practice notes

Public takeovers and tax—involvement of the offeree company

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...

9th Apr

Practice notes

Tax issues on deferred consideration and asset sales

In an asset sale, the buyer selects and purchases from the seller only those assets and liabilities it wishes to acquire. Sometimes, an asset sale is...

Produced in partnership with Mark Simpson of Squire Patton Boggs (UK) LLP 9th Apr

Practice notes

VAT—what is a transfer of a business as a going concern?

IP COMPLETION DAY: 11pm (GMT) on 31 December 2020 marks the end of the Brexit transition/implementation period entered into following the UK’s...

Produced in partnership with Cathya Djanogly 9th Apr

Practice notes

Completion accounts, accounts date and locked box and tax

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,...

9th Apr

Practice notes

Stamp duty reserve tax on the sale of UK shares held in CREST

FORTHCOMING CHANGE relating to the modernisation of stamp taxes on shares framework: The government is asking for views on the principles and design...

9th Apr