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Tax Issues in MBO's

Learn the taxation pitfalls, risks, opportunities and issues in MBO transactions

A magnificent and large arch with an aesthetically beautiful design in a building

A half-day course presented in a virtual class from 9:30am to 1:00pm UK time

The Mechanics of Management Buyouts and Their Alternatives

  • Trade Sales
  • Sales to Employee Ownership Trusts
  • Asset Sales
  • Sales of share capital
  • Reorganisations followed by sales – including Hive Downs and Demergers
  • Capital Gains Tax aspects – how to minimise CGT using Business Asset Disposal Relief

Due Diligence Issues to be Covered

  • Preparation of vendor due diligence reports
  • Advising a purchaser on due diligence matters to include corporate and employment tax

Stakeholder Issues

  • Equity incentives for management – navigating the potential conflicts of interest between management and other stakeholders

The Managers

  • Interest on money borrowed to buy shares
  • 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 HMRC
    • Structuring ratchets to avoid income tax charges on the manager shares

 

Other Stakeholders

  • Negotiating with other stakeholders including Pension Schemes
  • Treatment of Intellectual Property – what stays, what goes
  • Accounting for goodwill

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 Use of Flowering Shares as an Alternative Compensation Mechanism

  • Advantages
  • Considerations

Treatment of Debt

  • Junior
  • Mezzanine
  • Senior
  • HMRC challenges concerning the deductibility of interest. Including recent case law

This tax issues in MBO masterclass is led by a seasoned tax professional who is the Director of a consultancy firm specialising in taxation, share schemes, and reward strategies. With a wealth of experience advising both small companies and FTSE-listed corporations, he has developed a specialised share scheme service tailored for SMEs, while also guiding large corporates on effective communication strategies. His passion lies in employment taxation and transfer pricing, areas known for their conceptual complexities.

Having previously led the Share Schemes team at Henderson during his 9-year tenure, he completed a CIPD Level 7 Masters qualification, solidifying his expertise in reward and employee compensation strategies. Prior to that, while working for the Australian Mutual Provident (AMP), he played a pioneering role in establishing one of the first Share Incentive Plans (SIP) for large companies in 2001. His work was so innovative that HMRC reached out to learn how more companies could be encouraged to adopt SIPs.

His early career saw him in senior roles at three of the “Big Four” accountancy firms, including Deloitte, where he rose to Senior Manager. His work spanned profit-related pay, expatriate tax, tax investigations, reward management, US taxation, and corporate tax, giving him a broad foundation in complex tax matters. Outside of his professional pursuits, he enjoys cricket, history, skiing, tennis, and gardening, and frequently lectures on historical topics to keep his presentation skills sharp and engaging.

By the end of this masterclass, participants will:
  • Gain a comprehensive understanding of the tax and key issues that arise during a management buyout (MBO).
  • Explore alternative approaches to MBOs and their respective tax implications.
  • The tax issues in MBO masterclass will delve into the intricacies of MBO transactions, analysing the tax consequences for both buyers and sellers, with a focus on opportunities for management.
  • Learn about potential equity incentives designed to align management’s interests with the company’s long-term success.

  • Multi-Perspective Approach: Unlike traditional MBO tax issue training courses that focus on a single angle, this masterclass examines the transaction from the perspectives of all stakeholders—vendors, purchasers, and management—ensuring a comprehensive understanding of the tax implications for everyone involved.
  • Holistic Focus: The course recognises that a challenge faced by one party is likely to impact others, making it essential to approach MBOs with an integrated mindset, balancing the needs and objectives of all sides.
  • Expert-Led Insight: Delivered by an industry expert with extensive experience across diverse sectors, participants of this tax issues in MBO masterclass will benefit from a real-world, practical approach that provides immediately applicable knowledge.

Tax issues in MBO workshop 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.

This training is also a ‘nice to know’ for:

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

Redcliffe Training’s Tax Issues in MBO workshop offers a detailed exploration of management buyouts, with a focus on both corporate and employment tax aspects. The course emphasizes a holistic view, taking into account the perspectives and due diligence needs of both the vendor and the buyer.

Participants will also gain insights into effective remuneration planning for management, ensuring their incentives are aligned with the company’s objectives post-buyout. The course covers the transaction lifecycle, offering practical solutions to the common challenges faced by all stakeholders in MBO scenarios.

  • Helpful in the early conversations with clients who are considering MBOs and will be extremely 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

Discounts available:

  • 2 places at 30% less
  • 3 places at 40% less
  • 4 places at 50% less
  • 5 places at 55% less
  • 6+ places at 60% less
  • Select the number of course places and dates to automatically calculate the discount
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