Tax Issues in M&A

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

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A one-day course presented over two-half days in a virtual class

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Download: Course Outline

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 major reforms in 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
- Changes in recent Finance Acts
Tax treatment of consideration
- cash, shares, loan notes (qualifying and non-qualifying)
- Earn-outs

Tax Issues in Mergers & Acquisitions: PART 2

Warranties and Indemnities
Transactions in securities anti-avoidance rules
- Key points
- Cases

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
  - 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

PLEASE NOTE: This is the detailed outline for a Public Webinar. For an In-House Live Webinar presentation, sections can be expanded or deleted to suit your bespoke requirements.

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 issues affecting purchasers, including capital allowances, stamp taxes, tax relief for financing costs and anti-avoidance when buying a loss-making company
The key issues affecting vendors, including
- Business Asset Disposal Relief, with particular emphasis on the changes in recent Finance Acts
- 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

Redcliffe’s tax issues in mergers & acquisitions course 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.