Tax rules are becoming increasingly complex.

The need for expert tax advice has never been greater in both domestic and cross-border commercial and corporate transactions.

We work closely with our colleagues across the firm to provide pragmatic high-quality tax advice tailored to each client’s needs and circumstances.

Our tax team is involved early in the transactional process to ensure that efficient tax structures are put in place and liabilities are minimised, whilst also ensuring that the transaction documentation adequately protects our clients against unexpected tax liabilities.

Our clients range from listed companies to owner managed businesses and entrepreneurs.

Where necessary, we are happy to work alongside existing external or overseas advisors, and we have access to a wide international network should non-UK tax advice be required.

Tax on transactions expertise

  • Corporate re-organisations, restructuring & demergers
  • Inbound & outbound corporate expansion and investment
  • Private equity transactions
  • Public & private UK & cross-border M&A transactions
  • Tax efficient forms of investment (EIS/VCT)
  • Tax issues relevant for owner managed businesses
  • Corporate re-organisations, restructuring & demergers
  • Inbound & outbound corporate expansion and investment
  • Private equity transactions
  • Public & private UK & cross-border M&A transactions
  • Tax efficient forms of investment (EIS/VCT)
  • Tax issues relevant for owner managed businesses

Tax on transactions experience

  • Advised TSX-listed Constellation Software and its Volaris, Vela, Jonas, Harris, Perseus and TSS operating groups on numerous UK acquisitions of vertical market software companies.

  • Advised the main shareholders of the cinema and film distribution group, Curzon, on the sale to USA based, Cohen Media Group.

  • Advised NYSE-listed Rollins Inc on its acquisitions of Van Vynck Environmental Services and Albany Environmental Services.

  • Advised a market leader in food to go packaging in relation to the refinancing of a convertible bond held by a private equity firm, in particular advising on the capital restructuring, including in relation to existing and new equity incentive structures to be put in place for senior management and the tax impact on other shareholders.

  • Advised the Ticketer senior management team and Corvia Limited on a substantial investment by Tenzing Private Equity.

  • Advised Trustbridge Global Media, owned by international private equity firm Trustbridge Partners, on its landmark acquisition of the children’s book publisher Walker Books Limited. The complex transaction involved the acquisition of the majority shareholding in Walker Books from two discretionary trusts which held the shares for the benefit of employees and authors, and the acquisition of the remaining shares from over 300 employees and authors who held shares either directly or through the Walker Books’ share incentive plan.

  • Advised the shareholders and management of regulatory infrastructure provider Lawson Conner on the £48 million sale of the business to Astorg private equity.

  • Advised the management team of fintech business, Risk First Group, on its sale to USA-based Moody’s Analytics.

  • Advised the shareholders of Adam Phones on the sale of the company’s entire issued share capital to Radius Payment Solutions, a leading independent service provider to the fleet and logistics market.

  • Advised DirectaPlus, the AIM quoted producer and supplier of graphene-based products for use in consumer and industrial markets, in relation to its EIS and VCT status and making appropriate advance assurance applications to HMRC.

Tax on transactions FAQs

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 do not, however, provide private client tax advice, and we do not advise in relation to inheritance tax or the tax treatment of trusts and settlements.

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.

Entrepreneurs Relief has been re-named Business Asset Disposal Relief (BADR). BADR is still available (in respect of the first £1 million of gain) on the disposal of shares in a trading company or the holding company of a trading group provided that various conditions are satisfied for the two years prior to the date of disposal of the shares. Given that BADR can reduce capital gains tax rates from 20% to 10%, we advise seeking advice well in advance of a potential sale to ensure that the relevant conditions will be met.

A sale process will likely trigger the exercise of any EMI options, so that the employees can dispose of the resulting shares as part of the sale. Due diligence will need to be undertaken to confirm whether this will be the case and whether the exercise of the options will trigger any income tax/NIC charges. The process of exercise and issue of shares to option holders also needs to be factored into the timetable and documentation. The exercise of the options could also give rise to a valuable tax deduction for the employing company. Advice on all these factors should be obtained early in the sale process to ensure that nothing is missed.

When setting up a business in the UK, it is advisable to seek legal and tax advice at an early stage to avoid any unexpected tax charges and ensure that you comply with UK tax obligations. We are well placed to advise in relation to corporation tax, VAT and employment taxes issues arising and, where relevant, introduce you to accountants and other third parties who can assist with tax registration requirements and tax compliance going forwards.

Tax on transactions insights

"We find Fox Williams to give top-level English law advice across a number of specialised areas, including employment and share schemes."

Legal 500 2024

"The team at Fox Williams provides sound and practical advice. They are highly responsive and very dependable. Their skill set, strategies and communication style are a great fit for our fast-growing organisation."

Chambers UK 2024



Portfolio Close
Portfolio list
Title CV Email

Remove All