Tax Issues in M&A

Name: Tax Issues in M&A
Availability: InStock

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 M&A tax course presented over two-half days in a virtual class

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In-house pricing available – often more cost-effective for teams of 10+

Download: Course Outline

Part 1 Advising the Purchasers

Purchase of shares or trade?
Capital allowances considerations, particularly fixtures in buildings
Intangible assets
- Restriction on tax relief for goodwill and customer-related intangibles
Group structures for losses and capital gains purposes
Taking advantage of trading losses in the target
Financing the transaction
- Tax relief for interest costs
Tax relief for Professional feesp
Stamp Duty and Stamp Duty Land Tax considerations

Advising Individual Vendors

The diminishing importance of CGT business asset disposal relief (BADR)
- Qualifying companies and shares
- Changes in recent Finance Acts
Tax treatment of consideration
- cash, shares
- loan notes (qualifying and non-qualifying)
- Earn-outs
  - Marren v Ingles principles

Part 2 Warranties and Indemnities

Key points to cover in a sale and purchase agreement (SPA)

Transactions in securities anti-avoidance rules
- Key points
- Cases

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
- Autumn 2025 Finance Bill changes to reconstruction relief anti-avoidance
  - Case study of a buy-out in a succession planning context

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 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 and speaks at conferences of bodies such as the ICAEW and CIOT.

This course will explain to delegates:

The key tax issues affecting purchasers, including:
- Capital allowances
- Stamp taxes
- Tax relief for financing costs
- Tax relief on intangible assets
- Anti-avoidance when buying a loss-making company
The key issues affecting vendors, including
- the tax treatment of various forms of consideration, such as loan notes or earn-outs
Corporate reorganisations
- Group tax rules
- Hive-downs
- Demergers
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.

The trainer is 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. This 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 clearances, will also be discussed.

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

PLEASE NOTE: This is the detailed outline for a Public M&A tax course delivered online. For an In-House live presentation, sections can be expanded or deleted to suit your bespoke requirements.