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Tax Issues in MBO's

Learn the Taxation Pitfalls, MBO Risks, Opportunities & Issues in MBO Transactions

FCA Listing, Disclosure and Transparency and Prospectus Rules Training Course

A half-day live webinar

This course is a ‘must know’ for;

  • Tax and legal professionals undertaking MBO type advisory work, including those working in M&A, private client, and share scheme roles.

And a ‘nice to know’ for;

  • Any tax professional working in compliance who wish to progress their careers into advisory or planning work.

  • The course is designed to give a practical insight into this topic rather than a theoretical analysis of the legislation.
  • It is presented by an independent advisor who has advised on transactions and solved some of the problems which have arisen.
  • Delegates will be encouraged to ask questions and clarify any issues which arise during the presentation.
  • The course will cover all current legislation and practice

  • Understand the technical issues involved in MBO transactions through analysis of the specific legislation
  • To cover employment-related securities, interest relief, exit planning and other key features of relevance
  • Consider the MBO taxation pitfalls and opportunities that arise involved in such transactions
  • Understand the taxation and commercial drivers from the perspective of all parties involved including managers, investors, and Private Equity
  • To plot a course through a typical MBO scenario covering all phases of the project
  • To consider alternatives to a traditional MBO

Tax issues affecting the target business

  • Acquisition of trade and assets or shares in the target
    • Structuring the initial transaction to achieve commercial aims without prejudicing the tax position
  • Possible tax charges if the target company is acquired
  • Preserving trading losses where relevant

Taxation of Venture Capitalist/ Private Equity Funding Structure

  • Tax treatment of debt and equity
    • Understanding the basics of how PE funding is structured
  • Problems with “stranded interest” and transfer pricing
    • How these issues can remove the attractiveness of PE funded deals
  • Taxation of share buy-backs (share buyback taxation) and share sales
    • How the exit strategy has an impact on planning for the initial structure

The tax treatment of managers’ shares

  • Interest on money borrowed to buy shares
    • Insuring that interest relief is available
  • Capital gains treatment on the eventual sale
    • To ensure the maximum return on MBO investment
  • Availability of relief under the Enterprise Investment Scheme
    • To widen the potential investor pool
  • Potential income tax charges under employment-related securities legislation
    • To focus on the real risks associated with MBOs/MBO risks
    • Complying with the “safe harbour” conditions in the memorandum of understanding between BVCA and Inland Revenue
    • Structuring ratchets to avoid income tax charges on the manager shares

Using EMI options to recruit, retain and incentivise key staff

  • Creating mechanisms to incentivise staff once the MBO is undertaken
    • Qualifying companies
    • Conditions to be satisfied by employees
    • Exercise conditions, forfeiture, restrictions
    • Disqualifying events

The use of ESOTs as an alternative to the MBO

  • The use of Employee Share Ownership Trusts – when might these work better?
  • The mechanics of setting up the ESOT

The trainer started her career with HM Inland Revenue as a Fully Trained Inspector before gaining qualification as a Chartered Tax Advisor whilst still working for the department. She worked in Large Business Office and in the local District network covering all aspects of direct tax.

She left in 2000 to become a consultant before setting up in business providing training and consultancy. The training involves CPD seminars, exam training, mentoring, and bespoke in-house training for all levels of accountants and tax specialists. The consultancy involves accountants and businesses on all aspects of tax planning as well as dealing with tax disclosures, HMRC enquiries and Tribunal cases. All aspects of direct taxation and Stamp Duty Land Taxation are addressed.

The trainer believes that the interaction between training and consulting is vital to providing the highest quality service in both areas. The consultancy allows the training to be practical by focussing on real-life cases where problems have been encountered and solved. The experience of providing consultancy allows the training to be interactive with delegates, encouraged to participate and discuss their own cases.

The course is designed to cover the taxation aspects of MBOs and similar transactions.

It will cover all aspects of planning and implementation of such schemes, considering the problems which may arise and the solutions to such issues, as well as reviewing alternatives which may provide better outcomes for clients. A step-by-step review of the schemes will enable practical understanding of starting to advise clients.

The course will include practical examples of real-life scenarios where these technical issues have been addressed. Case Law will be reviewed to show where HMRC compliance may focus.

  • Helpful in the early conversations with clients who are considering MBOs and will be extremerly helpful when we get to structuring a transaction and thinking about tax issues.
  • I work within employment taxes and so often deal with parts of transactions so it was helpful to get an overview of the transaction as a whole and the sections on SSE and structuring were particularly interesting.
Number of places:

£695.00

Per participant

Discounts available:

  • 2+ places at 40% less = £417.00
    per person
  • 4+ places at 50% less = £347.50
    per person
  • 6+ places at 60% less = £278.00
    per person
  • 9+ places at 70% less = £208.50
    per person
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