Transaction Tax

Buying or selling an asset or company is one of the most complex activities you can undertake and tax can have a massive impact on the outcome. With more than 10 years’ experience in advising companies, managers and investors on all manner of transactions, we are extremely well placed to advise you on how to ensure that the tax aspects of your transaction proceed as smoothly as possible. Our services include:

Advice to sellers

  • Vendor tax planning to preserve value and to enable reliefs and exemptions to be claimed;
  • Maximising the benefit of capital gains tax reliefs, including Enterprise Investment Scheme (“EIS”) relief and entrepreneur’s relief. EIS relief enables eligible investors to benefit from income tax relief when investing in qualifying companies and to pay no capital gains tax when they sell, whilst entrepreneur’s relief provides a 10% capital gains tax rate if the qualifying conditions are satisfied;
  • Advising on the conditions of any 'earn-out' mechanism or equity rollover;
  • Incentivising management through shares and share options, helping to ensure that their interests are fully aligned with those of the major shareholders;
  • Pre sale assistance to clean up legacy tax issues and to enable the company’s tax position to be presented as cleanly as possible. This should reduce value erosion during the sale process because the purchaser is not left to discover confidence destroying surprises during due diligence. It can also enable the warranties and indemnities that the seller will provide to become less restrictive;
  • Preparation and submission of tax clearances to HMRC; and
  • Advising on the tax aspects of the transaction documents, such as the tax warranties and the tax deed in the sale and purchase agreement.

Advice to buyers

  • Tax due diligence to ensure that you understand the tax position and any liabilities of a company you are buying;
  • Deal structuring to ensure that the transaction proceeds without incurring unexpected tax complications or liabilities and that the corporate structure post transaction is fit for purpose;
  • Tax efficient financing for both UK and cross border deals;
  • Cross border transaction structuring for UK and foreign companies, enabling profits to be earned and repatriated to shareholders with minimal tax costs;
  • Managing tax liabilities in newly acquired companies, particularly where such liabilities have not been resolved before sale;
  • Advising on the tax aspects of the transaction documents, such as the tax warranties and the tax deed in the sale and purchase agreement; and
  • Advising on the tax deductibility and VAT recoverability of professional deal related costs.