Taxation of Company Reorganisations

Préface
An essential reference source for tax advisers which covers the basic rules of corporation tax and capital gains, reorganisations, share exchanges and other deemed reorganisations, reconstructions, mergers, demergers and branch incorporations, as well as cross-border transactions.

Auteur
Pete Miller has nearly 32 years' experience in tax, covering all aspects of business and corporation tax issues. Pete founded The Miller Partnership in 2011 to offer expert advice on all business tax issues to other advisers, particularly lawyers and accountants. Specialist areas include reorganisations and reconstructions, the substantial shareholdings exemption, the transactions in securities rules, the anti-phoenixing rules, HMRC clearances, taxation of intangible assets and the patent box legislation. Pete speaks and writes regularly on tax issues and is lead author of Taxation of Company Reorganisations (Bloomsbury Professional, 6th Edition due May 2019). George Hardy is a Financial Services Tax Partner of Ernst & Young LLP and heads up their tax relationship in EMEIA with three global banks, as well as being a senior member of EY's International Tax and Transaction Services team. In the course of his long career he has headed up the tax work on numerous transactions in the financial services sector, most recently in the context of Brexit related reorganisations. He is particularly involved in the adoption of new technologies to the field of tax for his clients. He has a PhD from Cambridge on the writing of propaganda.Fehzaan is a Partner in EY's International Tax and Transaction Services team and advises clients in the Financial Services sectors. His specialist areas include chargeable gains (including reorganisations), BEPS, loan relationships, foreign PEs, the UK hybrid mismatch provisions and the taxation of intangible assets. Fehzaan has led the delivery and thought leadership on tax issues arising on regulatory-driven (including Brexit) restructuring transactions. He has worked in Tax at EY for over 13 years, predominantly in the London office, but with overseas secondments to the New York and Dublin offices and a client secondment at a large investment bank in their Luxembourg office. He is a co-author of Taxation of Company Reorganisations (Bloomsbury Professional, 6th Edition).

Texte du rabat
Taxation of Company Reorganisations is one of the leading commentaries in the UK on dealing with all aspects of reorganising of restructuring a company. Readers will benefit from the practical expertise of the authors, led by Pete Miller of Jerroms Miller and George Hardy and Fehzaan Ismail both of Ernst and Young, gained in the course of over 50 years of practical experience dealing with corporate tax transactions for clients all sizes. The book contains expert guidance on a variety of topics, from the reduction of capital rules, and interaction with substantial shareholding exemption, to qualifying corporate bonds (QCBs), reconstruction reliefs, and UK and cross-border mergers. The commentary includes analysis of key cases and is supported by a series of easy to follow diagrams and flowcharts to support key points. The new edition brings the commentary up to date with recent Finance Acts including new provisions relating to share exchanges involving non-UK incorporated close companies introduced in Finance (No. 2) Act 2023; and relevant new guidance from HMRC including the unallowable purpose rules. A number of important new cases are also discussed, including the following: - Euromoney Institutional Investor PLC (FT): Anti-avoidance on exchange of shares - Gallaher (various including UT and CJEU): intra-group transactions and EU law - Kavanagh (FT): Holding shares on trust - Blackrock (UTT): deductability of interest on a intra-group loan - Oxford Instruments (FTT), and Kwik Fit Group Ltd (UT): unallowable purpose test - Altrad Services (UT): disclosed avoidance scheme - M Group Holdings (FTT): substantial shareholding exemptions This title is included in both the Gold and Platinum Online Tax Services.

Contenu
Part 1: Fundamentals of Corporation Tax Chapter 1 - Corporation tax and chargeable gains Chapters 2 - Stamp Taxes Chapter 3 - Value Added Tax Chapter 4 - EU legislation Part 2: Reorganisations Chapter 5 - Introduction to reorganisations Chapter 6 - Reorganisations of share capital Chapter 7 - Conversion of securities Part 3: Deemed reorganisations Chapter 8 - Share-for-share exchanges Chapter 9 - Exchanges involving qualifying corporate bonds Chapter 10 - Earn-out Chapter 11 Interaction with substantial shareholding exemption Chapter 12 Interactions with other legislation Chapter 13 Reorganisations : Anti-avoidance and clearances Chapter 14 Clearances Part 4: Reconstructions Chapter 15 Introduction to reconstructions Chapter 16 Definition of 'reconstruction' Chapter 17 Company compromises or arrangements Chapter 18 The UK reconstruction reliefs Part 5 Mergers Chapter 19 UK company mergers Chapter 20 Cross-border mergers Part 6: Demergers Chapter 21 Introduction to demergers Chapter 22 Demergers: legal background Chapter 23 - Liquidation distributions Chapter 24 Exempt distributions Chapter 25 Return of capital demergers Chapter 26 EU cross-border mergers Part 7: Branch incorporations Chapter 27 Incorporation of non-UK branches Chapter 28 EU branch incorporations