With one of the longest tax codes in the world, the need for expert UK tax advice has never been greater.
We advise on a full range of business tax matters, particularly in the context of public and private M&A transactions, private equity and venture capital investment and corporate restructuring. We also have significant expertise in the context of employee taxation, employee share schemes and other management incentive arrangements.
Our team advises UK and overseas clients including listed companies, mid-tier corporates, owner-managed businesses, partnerships and LLPs and individuals in a wide range of business sectors, in particular financial services, travel and leisure, publishing and digital media and technology.
Working closely with our colleagues in corporate, employment and other departments within the firm, we tailor our advice to a client’s individual needs, combining excellent technical skills with a personable and user-friendly approach.
Advised the selling shareholders in a number of owner managed businesses on the tax issues arising in the context of the disposal of their shares, whether for cash, loan notes, an earn-out or equity participation in the acquiring entity.
Advised a Toronto Stock Exchange listed client and other divisions within the wider multinational group on the tax and employee incentive issues arising in the context of a large number of UK target company acquisitions.
Advised a UK bank in the context of IR35 issues arising in relation to the use of consultants.
Advised both employers and UK individuals on the tax treatment of settlement payments made on, or in respect of, the termination of their employment, both where negotiations are consensual and in the context of a dispute.
Advised a US private equity fund on the tax and share scheme implications of its acquisition of a significant publishing company from two discretionary employee benefit trusts, a SIP Trustee and over 300 individual employee shareholders.
Advised companies seeking investment from UK individual investors on eligibility for Enterprise Investment Scheme (EIS) and Venture Capital (VC) treatment and making appropriate advance assurance applications to HMRC.
Advised a number of non-UK headquartered businesses on the UK tax and share scheme aspects of extending their global share plans to UK employees.
Advised employing companies on the tax issues arising in the context of seconding UK employees overseas or bringing non-UK employees to work in the UK.
Advised a number of non-UK headquartered businesses on the permanent establishment and other tax issues arising in the context of their inward investment into, and the taking on of employees or consultants, in the UK.
What are the most common equity incentive arrangements in private companies?
The most common way of giving employees an equity interest in a private company is through granting them Enterprise Management Incentive options (EMI Options). These have significant tax advantages for both the employee and the employing company. Some private companies will not meet the conditions required to grant EMI Options, and for these companies some form of bespoke growth share scheme is commonly used to replicate the economic return of an option but in a tax efficient form. We can advise further on the type of equity incentive scheme which would be best suited to your company.
Can I grant EMI options to non-executive directors or consultants?
EMI Options are a very tax efficient form of equity incentive arrangement. But EMI Options can only be granted to full time employees who work at least 25 hours a week, or spend 75% of their working time, in the business. EMI Options cannot therefore be used to provide equity interests to non-executive directors or consultants. Instead, many private companies look to incentivise non-employees through growth share arrangements which can be structured to provide similar economic returns in a tax efficient from.
Can I insert a new holding company without triggering tax charges?
Clients look to insert a new holding company into their share ownership structure for different reasons. Generally, it should be possible to do this without triggering significant capital gains tax or stamp duty charges, as a number of tax reliefs are available in these circumstances. It is important to ensure that the conditions for these tax reliefs are satisfied, and it is often necessary to make certain applications to HMRC either to obtain the relief or to gain comfort that the relief is available. We can advise further by reference to the particular facts of the case.
Do you advise individuals on their personal tax matters?
We advise individuals in the context of their business dealings, so we would advise individuals on the tax treatment of their shareholdings (or proposed investments) in corporate entities, and the impact of proposed disposals or restructurings. We also advise individuals on the tax and national insurance contribution issues arising in respect of remuneration received both during and upon the termination of employment, whether in the form of cash, equity interests or otherwise. We do not provide private client tax advice, and do not advise in relation to inheritance tax or the tax treatment of trusts and settlements.
Chambers UK 2023
Chambers UK 2023
Legal 500 2022