Summary of company tax matters following an MBO

Several new companies may have been incorporated and / or acquired as a result of a management buy-out (MBO). See the Introduction to management buy-outs (MBO) guidance note for more information on the structure of an MBO. It is important that the directors of the new group are aware of the tax matters which may need to be addressed once the transaction is complete. It is likely that a tax structuring report was issued by the tax advisers involved in the transaction, not only setting out the steps required to implement the structure for the transaction, but also the recommended actions and ongoing tax issues to consider once the MBO has taken place. A due diligence process willalso have been carried out and the tax section of the report issued as part of this exercise should be consulted to ascertain whether any other action was recommended.

More information on the acquisition process itself can be found in the Buying a company ― summary of key issues guidance note.

The members of the MBO team making the investment should ensure that they obtain their own tax advice covering the tax matters affecting them. These matters are not covered here as this note deals with company taxation issues. The following guidance notes set out some of the relevant issues the investors may wish to consider:

• •Tax treatment of earn-outs and deferred consideration
• •Conditions for entrepreneurs’ relief
• •Employment-related securities (subscription sensitive)
• •Restricted securities (subscription sensitive)

The MBO team is likely to have required additional financing from external investors, such as banks and venture capitalists. It is possible that some of these institutions may have received shares in the new group in return