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Tax Issues in M&A

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

Tax Issues in M&A Training Course

A one-day course presented in two half-day live webinars

Video Overview

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and meet your trainer.

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  • The trainer is a Chartered Accountant with over 30 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

This 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 on the tax treatment
    • in particular, where an acquired company has brought forward losses
  • The importance of obtaining HMRC clearances
  • Other administrative points (e.g. warranties and indemnities)
  • (In overview rather than detail) the tax issues affecting employee shares and options.

Part One

Finance Act 2022 - All relevant matters will be covered! 

Advising the Purchasers

  • Purchase of shares or trade and assets?
  • Is tax relief available on goodwill and intangibles?
  • 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

  • Pre-sale planning, including demergers
  • Sale of shares or sale of assets?
  • Maximising Business Asset Disposal Relief
  • The importance of “trading company” status
  • Tax treatment of consideration
    • cash, shares, loan notes and earn-outs
  • Tax implications of liquidation following the sale of the trade
  • Share buy-backs
    • Conditions for capital treatment
    • Key problems to avoid

Part Two

Finance Act 2022 - All relevant matters will be covered! 

Case study involving share buy-backs in the context of succession planning 

Advising Corporate Vendors

  • De-grouping charges
  • Substantial Shareholding Exemption (SSE)
  • Pre-sale planning
    • Hive-downs
    • Case study on a business sale
  • Demergers
    • Case study on a capital reduction demerger 

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 only)

  • Taxation of employee shares, including restricted securities
  • Impact on “earn-outs”

The 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, teaching final level candidates for the ICAEW and ACCA examinations. 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.

He has been teaching in the financial services industry since 1994. Although he concentrates on the professional development market these days, he is very experienced in teaching stock brokers, fund managers and financial advisors for their various regulatory examinations.

As a result, he is a tax specialist with (unusually) a very rounded knowledge of financial services products and markets. In 2012 this led to him undertaking Gapfill courses for the CISI.

He is a regular contributor to Taxation magazine and speaks at regional conferences of the ICAEW and CIOT.

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, also, 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
Number of places:
Part 2


Per participant per part
Discounts available for multiple place booking find out more

Have this course presented In-House

  • On a date, time and in a location of your choice
  • Topics expanded or deleted to your bespoke requirements

Have this course pre-recorded

  • Full course recording edited exclusively for your company
  • Files converted to enable housing on your LMS

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