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Tax Issues in Mergers & Acquisitions

Advising the Purchasers
Purchase of shares or assets?
The taxation of intangibles
Protection of losses
Changes to the capital gains de-grouping charge since 1 April 2002

Stamp Duty on Mergers and Acquisitions
The exemptions and reliefs under s75 , s76 and s77 FA 1986
The exemption for goodwill and intangibles
Relief for transfers between associates under section 43 FA 1930
The new 2 year stamp duty "de-grouping" charge
Planning where there is property worth < £10 million
Anti-avoidance where property is worth > £10 million

Advising Individual Vendors
Pre-sale planning
Capital v Income distributions, and is a pre-sale dividend still effective?
Sale of shares or sale of assets?
Maximising CGT business asset taper
The importance of "trading company" status for business taper
Form of consideration - cash, shares, loan notes and earn-outs
QCBs or Non-QCB loan notes? The impact on taper relief

Advising Corporate Vendors
Pre-sale planning
Form of consideration - cash, shares, loan notes and earn-outs
Securing the substantial shareholdings exemption
Definition of "trading company" for substantial shareholdings exemption

Inland Revenue Clearances, in particular:
Section 138 TCGA 1992 re capital gains
Section 138A TCGA 1992 re earn-outs
Section 703 ICTA 1988 re tax advantages

Warranties and Indemnities
Common tax warranties in share purchase agreements
Tax treatment of payments under warranties

Tax Issues relating to Venture Capital
An overview of the Enterprise Investment Scheme
Qualifying companies and excluded activities
Conditions for the individual investor
Significance of being "connected" with the company
The "Business Angel" rule
Corporate Venturing Scheme relief
Venture Capital Trusts

Further Tax Issues in Corporate Finance
Tax Issues regarding MBOs and MBIs
Tax Advantages of AIM
Setting up Abroad

HOW YOU WILL BENEFIT

This seminar considers the taxation implications of buying and selling businesses, paying particular attention to the changes that took effect from 1 April 2002. The viewpoints of the purchasers and vendors are both considered in depth, with the relevant taxes being covered with worked examples.

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