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

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Download: Course Category Brochure | Course Outline

Part One

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
Warranties and indemnities

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?

Part Two

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

Our tax issues in mergers and acquisitions trainer is a Chartered Accountant who qualified with PwC in 1988, spending his last 18 months there 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.

This Tax Issues in M&A course will explain 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 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.

Our trainer is a Chartered Accountant with over 30 years of experience in Tax Training.
The M&A tax 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 M&A 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.