Overview

The Tax Schedule explains the underlying rationale of the key provisions of the tax schedule, and provides updated model long-form and short-form warranties and tax indemnities.  The purpose of the book is to explain and simplify issues for tax advisors involved in transactions of buying and selling companies and business, enabling negotiations between tax advisors to keep sight of the commercial reality of the transaction (a sale by a willing seller to a willing buyer). The purpose of the tax schedule is to determine where responsibilities and risks will lie following the completion of the transaction, as well as to re-examine a number of so-called 'market practices'. The intended readership of the book is tax lawyers, tax accountants, corporate lawyers, corporate advisors and finance directors who are involved in the process of the sale of a company. Since the last edition, the UK has left the European Union (with little implications so far for tax schedules) and there have been  two cases relating to the tax deed, relating tax warranties  (Nobahar-Cookson & ors v The Hut Group Ltd [2016] EWCA Civ 128  and Tesco UK Limited v Aircom Jersey 4 Limited and Aircom Global Operations Limited) and decided by the court of appeal, no less.

Full Product Details

Author:   Eile Gibson
Publisher:   Spiramus Press
Imprint:   Spiramus Press
Edition:   4th Revised edition
Weight:   1.086kg
ISBN:  

9781913507626

ISBN 10:   1913507629
Pages:   580
Publication Date:   24 October 2023
Audience:   Professional and scholarly ,  Professional & Vocational
Format:   Paperback
Publisher's Status:   Active
Availability:   Temporarily unavailable  
The supplier advises that this item is temporarily unavailable. It will be ordered for you and placed on backorder. Once it does come back in stock, we will ship it out to you.

Table of Contents

"Preface to the fourth edition Preface to the first edition Acknowledgements Online resources Table of authorities Glossary 1 THE TRANSACTIONAL PROCESS 1.1 Background issues 1.2 Pre-completion clearances 1.3 Post-completion clearances 1.4 Transactions and clearances with EU dimension 1.5 Employee share scheme matters 1.6 Buyer's issues 1.7 Seller's issues 1.8 Negotiating the tax schedule 1.9 Completion issues 1.10 Post-completion matters 2 DUE DILIGENCE 2.1 Overview 2.2 The buyer's tax due diligence report 2.3 The seller's tax due diligence report 2.4 The disclosure process 2.5 Measuring the risk 2.6 Due diligence in the purchase of a business 2.7 Tax due diligence in the purchase of a company 3 WARRANTIES 3.1 Overview 3.2 Warranties in due diligence 3.3 Disclosures against tax warranties62F 3.4 Accounts, tax computations and payments 3.5 Administration and tax compliance 3.6 Advance corporation tax (ACT) 3.7 Anti-avoidance 3.8 Associated companies 3.9 Capital allowances 3.10 Chargeable gains 3.11 Clearances 3.12 Close companies 3.13 The construction industry scheme (CIS) 3.14 Controlled foreign companies (CFC) 3.15 Corporation tax 3.16 Deferred tax 3.17 Demergers and exempt distributions 3.18 Disclosure of tax avoidance schemes (DOTAS)106F 3.19 Distributions and dividends 3.20 Dormant companies 3.21 Employment-related tax issues 3.22 Group issues 3.23 Inheritance tax 3.24 Insolvency issues 3.25 Intellectual property 3.26 Land and property issues 3.27 Loan relationships 3.28 National insurance contributions (NICs) 3.29 PAYE 3.30 Penalties regime 3.31 Research and development (R&D) 3.32 Residency issues 3.33 Secondary tax liabilities 3.34 Self-assessment 3.35 Stamp taxes 3.36 Transfer pricing and non-arm's length transactions 3.37 Value added tax and Customs & Excise 3.38 Value shifting205F and depreciatory transactions206F 4 SALE AND PURCHASE OF A COMPANY 4.1 Background issues 4.2 Issues for the buyer 4.3 Taxation issues for the seller 4.4 Dealing with target's pre-completion debts 4.5 Accounts and completion accounts 4.6 Structuring the consideration 5 SALE AND PURCHASE OF A BUSINESS 5.1 General overview 5.2 Commercial considerations 5.3 Due diligence 5.4 Tax issues 5.5 VAT and transfers as a going concern (TOGC) 6 SPECIAL SITUATIONS 6.1 Insolvencies and administrations 6.2 The locked box mechanism 6.3 Public listings and offerings 6.4 Partnerships 7 SHARE SCHEME ISSUES 7.1 Overview 7.2 Corporation tax relief – an important negotiating issue 7.3 Tax issues arising in respect of share incentive schemes 7.4 Roll-over options 7.5 Takeover code issues 7.6 Administrative and reporting requirements for HMRC-approved schemes 7.7 Partly paid shares 7.8 Disguised remuneration rules 7.9 Employee shareholders and ESS 8 VENTURE CAPITAL SCHEMES 8.1 The Enterprise investment scheme 8.2 Seed enterprise investment scheme 8.3 Venture capital trusts 8.4 Social investment tax relief 8.5 Corporate venturing scheme (CVS) 9 GROUP ISSUES 9.1 Chargeable gains groups 9.2 Corporation tax groups 9.3 Group payment arrangements 9.4 Intangible assets 9.5 Loan relationships 9.6 Stamp duty 9.7 Stamp duty land tax (SDLT) 9.8 Substantial shareholdings 9.9 VAT groups 10 THE TAX SCHEDULE IN THE SALE AND PURCHASE OF A COMPANY 10.1 Background issues 10.2 Drafting principles 10.3 Short form or long form tax schedule? 10.4 Tax liabilities 10.5 An accounts deal 10.6 A completion accounts deal 10.7 The seller's indemnity 10.8 Limitations 10.9 De minimis and maximum caps 10.10 Third party recovery 10.11 Overprovisions 10.12 Reliefs and savings 10.13 Mitigation and/or shared pre-completion tax reliefs 10.14 Buyer's indemnity 10.15 Conduct provisions 10.16 Gross-up and withholdings 10.17 Zim Properties APPENDIX 1. LONG FORM TAX SCHEDULE APPENDIX 2. SHORT FORM TAX SCHEDULE APPENDIX 3. LONG FORM TAX WARRANTIES FOR THE SALE OF A COMPANY APPENDIX 4. TAX WARRANTIES FOR THE SALE OF A BUSINESS APPENDIX 5. HMRC INFORMATION & INSPECTION POWERS APPENDIX 6. TIME LIMITS FOR ASSESSMENTS & CLAIMS AND RELATED MATTERS APPENDIX 7. HMRC CLEARANCES APPENDIX 8. OVERVIEW OF HMRC APPROVED EMPLOYEE INCENTIVE SCHEMES 8.1. Approved Share Incentive Plans (""SIPs"") 8.2. Schedule 4 Company Share Option Plans (""CSOPs"") 8.3. Enterprise Management Incentives (EMIs) 8.4. Schedule 3 SAYE Option Schemes APPENDIX 9. EIS OVERVIEW CHECKLIST APPENDIX 10. SEIS OVERVIEW CHECKLIST APPENDIX 11. VCT CHECKLIST APPENDIX 12. PENALTIES AND ERRORS APPENDIX 13. DOTAS LEGISLATION APPENDIX 14. COMPANIES ACT 2006 – PART 28, CHAPTER 3 APPENDIX 15. THE TAKEOVER CODE RULE 15 INDEX"

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Author Information

Before becoming a lawyer Eile Gibson worked as a financial analyst. She qualified as a barrister and then re-qualified as a solicitor working as tax adviser on corporate transactions. Eile is also a chartered tax advisor with CIOT and an associate with the Chartered Institute of Secretaries and Administrators (ACIS), and has her own London-based tax advisory practice.

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