Share and asset sales

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Practice notes
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...
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Produced in partnership with Charlotte Sallabank of Katten Muchin Rosenman UK LLP 12th Jan
Practice notes
Unilateral relief, like double tax relief, aims to relieve double taxation. Subject to certain conditions being satisfied and specific limits,...
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9th Nov
Practice notes
Plant and machinery allowances are the most widely used form of capital allowance. Plant and machinery is often (wrongly) interpreted as if the terms...
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Produced in partnership with Martin Wilson 12th Jan
Practice notes
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...
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Produced in partnership with Martin Shah and Gary Barnett of Simmons & Simmons LLP 12th Jan
Practice notes
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...
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9th Nov
Practice notes
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:...
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Produced in partnership with Zoe Feller of Bird & Bird 12th Jan
Practice notes
It is standard market practice for loan agreements (also known as facility agreements), whether bilateral or syndicated, to:•prohibit a borrower from...
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Produced in partnership with Eloise Walker of Pinsent Masons 12th Jan
Practice notes
This Practice Note explains:•what a determination in respect of direct tax (ie a direct tax determination) is•when HMRC might issue a direct tax...
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Produced in partnership with Philip Rutherford 12th Jan
Practice notes
A damages or compensation payment may attract VAT. This depends on exactly what the payment is for. If it is purely compensatory, it will be outside...
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9th Nov
Practice notes
Overdrafts, term loans and revolving credit facilitiesThree common types of loan facility are:•overdrafts•term loans, and•revolving credit facilities...
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9th Nov
Practice notes
The Enterprise Investment Scheme (EIS) is designed to encourage investment in smaller, higher-risk trading companies by offering a range of tax...
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9th Nov
Practice notes
The regime for property authorised investment funds (PAIFs, or as HMRC use in regulations and their published guidance, Property AIFs)) was introduced...
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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
The value shifting rules are anti-avoidance provisions. They are similar to the rules applying to depreciatory transactions in that they target the...
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9th Nov
Precedents
1 Withholding and grossing up 1.1 All sums payable under this [Agreement] by or on behalf of any party (for the...
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9th Nov
Practice notes
A management buyout, or MBO, involves the acquisition of a business by its existing management team usually with the help of private equity financing....
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9th Nov
Practice notes
The international movement of capital rules should be considered whenever:•any non-UK tax resident subsidiary (referred to in this note as a foreign...
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9th Nov

Most recent Share and asset sales content

Precedents
This Agreement is made on [insert day and month] 20[insert year]Parties1[Insert name of selling corporate entity] incorporated in [England and Wales...
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25th Jan
Practice notes
This Practice Note contrasts and compares the principal features of the two most commonly utilised transaction structures for the acquisition of a UK...
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Produced in partnership with Julian Henwood of Gowling WLG 25th Jan
Precedents
This Agreement is made on [insert day and month] 20[insert year]Parties1[Insert name of selling corporate shareholder] incorporated in [England and...
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21st Jan
Practice notes
Coronavirus (COVID-19) and TUPE transfers: the Coronavirus Job Retention Scheme (CJRS), which provides support to employers with a grant to enable...
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20th Jan
Practice notes
Warranty and indemnity (W&I) insurance may be used in private company sale and purchase transactions (whether structured as a share purchase or asset...
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Produced in partnership with Mary Duffy of AIG 18th Jan
Practice notes
Despite economies around the world receiving unprecedented governmental support in this challenging period, the financial repercussions of the...
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16th Jan
Practice notes
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...
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Produced in partnership with Mark Simpson of Squire Patton Boggs (UK) LLP 15th Jan
Practice notes
This Practice Note sets out how the capital allowances rules interact with the rules relating to:•capital gains tax, including corporation tax on...
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Produced in partnership with Martin Wilson 15th Jan
Practice notes
Companies can be treated as forming groups for many different tax purposes. The usual principle behind group treatment is that the companies which...
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15th Jan
Practice notes
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...
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Produced in partnership with Mark Simpson of Squire Patton Boggs (UK) LLP 15th Jan
Practice notes
IP COMPLETION DAY: 11pm (GMT) on 31 December 2020 marks the end of the Brexit transition/implementation period entered into following the UK’s...
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Produced in partnership with Ben Jones of Eversheds LLP and Tim Shaw of Blick Rothenberg Limited 15th Jan
Practice notes
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...
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15th Jan
Practice notes
The value shifting rules are anti-avoidance provisions. They are similar to the rules applying to depreciatory transactions in that they target the...
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15th Jan
Practice notes
FORTHCOMING CHANGE relating to the modernisation of stamp taxes on shares framework: The government is asking for views on the principles and design...
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15th Jan
Practice notes
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,...
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Produced in partnership with Natasha Kaye of Cooley (UK) LLP 15th Jan
Practice notes
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...
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Produced in partnership with Martin Wilson 15th Jan
Practice notes
This Practice Note is about the issues that arise on a transfer of a going concern involving land and buildings.A transfer of a going concern (TOGC)...
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Produced in partnership with Martin Scammell 15th Jan
Practice notes
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,...
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15th Jan
Practice notes
The way consideration payable for the acquisition of shares is structured is not always straightforward. In many cases payment can be delayed,...
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15th Jan
Practice notes
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...
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Produced in partnership with Mary Duffy of AIG 15th Jan

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