Tax Issues in M&A Course Objectives:
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
- entrepreneurs’ relief
- the tax treatment of various forms of consideration, such as loan notes or earn-outs
- The tax issues affecting employee shares and options.
- The key areas where anti-avoidance rules can impact on the tax treatment
- The tax advantages of the various reliefs relating to venture capital
- The importance of obtaining HMRC clearances
- Other administrative points (e.g. warranties and indemnities)
To aid delegates’ understanding, the course material will include a number of numerical examples.
Tax Issues in M&A Course Content:
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 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 CGT entrepreneurs’ relief
- The importance of “trading company” status
- Tax treatment of consideration – cash, shares, loan notes and earn-outs
- QCBs or Non-QCB loan notes?
- Tax implications of liquidation following the sale of the trade
Advising Corporate Vendors
- Pre-sale planning
- Depreciatory transactions
- Form of consideration – cash, shares, loan notes and earn-outs
- The substantial shareholdings exemption and the new rules from 1 April 2017
HMRC Clearances, in particular
- Section 138 TCGA 1992 re capital gains
- Section 701 ITA 2007 – cancellation of tax advantages
Tax Issues affecting employee shares
- Taxation of employee shares including restricted securities
- Impact on “earn outs” and MBOs
- The use of share options to attract and retain key staff
- Availability of CGT entrepreneurs’ relief for the management team
Tax Issues relating to Venture Capital
- An overview of the Enterprise Investment Scheme (EIS) and Seed EIS
- Key Tax reliefs
- Income tax reducer
- CGT exemption on the shares themselves
- Impact on other gains via reinvestment relief
- Impact of breach of conditions
- Qualifying companies and excluded activities
- Conditions for the individual investor
- Significance of being “connected” with the company
- The “Business Angel” rule
- Review of recent cases where reliefs have been denied
- Venture Capital Trusts
Background of the Trainer:
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, 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.
Our trainer 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.