2 Part Course  | 
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Tax Issues in M&A

2 Part Course  |  Learn the key issues affecting purchasers, vendors, employee shares and options

Lion is made of bronze and statue is a powerful symbol of strength and courage

A one-day course presented over two-half days in a virtual class from 9:30am to 1:00pm UK time

Tax Issues in Mergers & Acquisitions: PART 1

Advising the Purchasers

  • Purchase of shares or trade?
  • Capital allowances considerations, particularly fixtures in buildings
  • Taking advantage of trading losses in the target, including the new rules from 1 April 2017
  • Financing the transaction – tax relief for interest costs
  • Stamp Duty and Stamp Duty Land Tax considerations

 Advising Individual Vendors

  • Maximising CGT business asset disposal relief (BADR)
    • The importance of “trading company” status
    • FA 2019 changes and published guidance
  • Tax treatment of consideration
    • cash, shares, loan notes and earn-outs
    • QCBs or Non-QCB loan notes?

Tax Issues in Mergers & Acquisitions: PART 2

  • Warranties and Indemnities
  • Share buy-backs
    • Conditions for capital treatment
    • Key problems to avoid
  • Case study involving share buy-backs in the context of succession planning

 Advising Corporate Vendors

  • Pre-sale planning
    • Group reorganisations
    • Hive-downs
    • Demergers
    • Case study on a capital reduction demerger
    • Depreciatory transactions
  • HMRC Clearances, in particular
    • Section 138 TCGA 1992 re capital gains
    • Section 701 ITA 2007 – cancellation of tax advantages

Tax Issues affecting employee shares

  • Overview of Employment-related securities (ERS) rules, including
    • restricted securities and s.431 elections
    • convertible securities
    • Earn-out considerations

Tax issues in mergers and acquisitions training at Redcliffe is delivered by a Chartered Accountant who qualified with PwC in 1988. He spent the last 18 months with the company, in the Corporate Tax department. In 1989 he joined a leading financial training company as a tax tutor. Since 1992, he has been self-employed as a Professional Tutor and Training Consultant, specialising in tax update courses for accountants, lawyers and investment managers.

Our trainer writes regularly for Tax Insider and speaks at conferences of bodies such as the ICAEW and CIOT.

This tax issues in mergers & acquisitions course explains to delegates:

  • The key issues affecting purchasers, including capital allowances, stamp taxes and tax relief for financing costs
  • The key issues affecting vendors, including
    • Business Asset Disposal Relief, with particular emphasis on the changes in FA 2019 and FA 2020
    • the tax treatment of various forms of consideration, such as loan notes or earn-outs
  • The key areas where anti-avoidance rules can impact on the tax treatment
    • in particular, where an acquired company has brought forward losses
  • The importance of obtaining HMRC clearances
  • Other compliance points (e.g. warranties and indemnities)
  • (In overview rather than detail) the tax issues affecting employee shares and options.

  • Redcliffe’s tax issues in mergers & acquisitions course trainer are a Chartered Accountant with over 35 years’ experience in Tax Training
  • The course covers a wide range of business and personal taxes
  • There are many numerical examples to aid understanding of potential tax exposure
  • Tax traps and planning areas are highlighted throughout, along with relevant cases

There are a huge number of tax issues to consider, across a range of taxes, when dealing with company purchases and disposals. Our tax issues in mergers and acquisitions course will look at transactions from both the purchaser’s and vendor’s perspective and consider both individual and corporate owners.

Emphasis will be given to the unexpected tax charges that can catch the unwary, along with the reliefs available when deals are planned and structured tax-efficiently. Key compliance areas, such as warranties and obtaining HMRC clearance, will also be discussed.

To aid delegates’ understanding, the course material will include numerous numerical examples.

  • Lots of issues covered good examples and material.
  • Very good instructor. Very clear and explained issues well.
Number of places:
Part 1

£ 695.00

Number of places:
Part 2

£ 695.00

Discounts available:
Virtual Class

  • 2 places at 30% less
  • 3 places at 40% less
  • 4 places at 50% less
  • 5 places at 55% less
  • 6+ places at 60% less
  • Select the number of course places and dates to automatically calculate the discount
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