Private equity and venture capital

An overview of the particular issues which arise when a business is acquired in a buyout situation, including consideration of the provisions of the acquisition agreement.

A practice note summarising the Corporate Venturing Scheme (CVS) and the tax reliefs for companies investing in shares which qualify for the CVS. Note: The CVS reliefs had effect in relation to qualifying shares issued between 1 April 2000 and 31 March 2010. Accordingly, it is no longer possible to make investments under CVS.

The CRC Energy Efficiency Scheme (CRC) came into force on 1 April 2010 and requires private equity funds to consider whether they must participate. This note identifies the issues raised by the CRC which concern the private equity industry. It also provides links to materials designed to assist the sponsors of private equity funds to assess whether any of their funds must participate in the CRC. Note: This practice note is in the process of being updated to reflect the implementation, on 20 May 2013, of the CRC Energy Efficiency Scheme Order 2013.

This practice note gives an overview of direct taxes in the UK tax regime. It covers income tax, corporation tax and capital gains tax. It discusses the principles of calculation, rates, payment and compliance, and reliefs (such as capital allowances and research and development (R&D) relief).

A table comparing and summarising the Russian and English legal positions on tag along and drag along provisions. This is part of a set of resources comparing the English and Russian law provisions on commonly used terms in international transactions.

A practice note summarising the Enterprise Investment Scheme (EIS), which gives tax relief to individuals for certain investments in unquoted companies.

The availability of entrepreneurs' relief has significant implications for individuals and trustees. This practice note explains the key features of entrepreneurs' relief.

An overview of the equity finance aspects of a private equity transaction, covering the main documents and the issues that arise in connection with preparing and negotiating these agreements.

This practice note provides an outline of the issues that venture capital investors should be aware of in relation to founder shares and employee shares and details how incentives can be given to managers using EMI share options.

In this practice note, Margaret Chamberlain, Jane Tuckley and Tim Lewis, partners in Travers Smith's Financial Services and Markets department, analyse and comment on the key aspects and potential impact of the Swedish Presidency of the Council of the European Union draft compromise proposal for the proposed Alternative Investment Fund Managers Directive (AIFM Directive), the original text of which was published by the European Commission in April 2009. The legislative process on the AIFM Directive (as with any instrument of this kind) is deeply political and is now potentially fast-moving. The picture could change often and very quickly in the first half of 2010. It is more than unfortunate that a piece of legislation with such significant implications for the future of Europe as a global fund centre should become such a political football.  In this practice note, the authors outline the legislative process for the adoption of the AIFM Directive, and where we currently are in that process. They then describe the draft Council of the European Union compromise text published by the Swedish Presidency in December 2009, highlighting the key elements which have changed from the original proposal, and certain material differences between the compromise text and the position currently being taken by the European Parliament. For an analysis and commentary on the texts agreed by the Council of the EU and the European Parliament, see Practice note, Fundamental change

A table comparing and summarising the Russian and English legal positions on good and bad leaver provisions. This is part of a set of resources comparing the English and Russian law positions on commonly used terms in international agreements.

This note is a general summary of the anti-avoidance rules applying for the purposes of UK income tax and the situations in which one person may be liable for income tax primarily chargeable to another person. It also provides links to notes describing other aspects of the UK income tax rules, such as how income is taxed and exemptions from income tax.

This note is a general summary of exemptions and relief from UK income tax. It also provides links to notes describing other aspects of the UK income tax rules, such as how income is calculated for income tax purposes and how income is taxed.

This note is a general summary of how losses may be used under the UK income tax rules. It also provides links to notes describing other aspects of the UK income tax rules, such as how income is taxed and exemptions from income tax.

This note introduces the concept, use and calculation of internal rate of return as a measure of performance in private equity investments.

This practice note provides an overview of the legal and tax issues arising in buyout situations from management's perspective.

A note explaining the preliminary steps of a management buyout and issues to be addressed, including the structure of the buyout and director-related issues. The note also covers preliminary agreements such as confidentiality agreements, heads of terms, exclusivity arrangements and costs indemnities.

This practice note covers the tax issues that commonly arise when private equity firms invest venture and development capital in start-up and smaller companies.

This practice note explores the main tax issues that arise on a private equity backed management buyout from the perspective of the management team.

This practice note explores the main tax issues that arise on a private equity backed secondary management buyout from the perspective of the management team.

This note sets out the procedure for a private limited company to re-register as a public limited company under the Companies Act 2006.

An explanation of the particular issues which arise when a buyout is being conducted in a rescue or insolvency situation.

This practice note covers the meaning of "residence" and "ordinary residence" of individuals in the context of UK taxation. NOTE: This resource is being reviewed in light of the 2013 Budget. For more information, see 2013 Budget: key private client tax announcements.

This practice note sets out in detail the UK tax implications of residence, ordinary residence and domicile for individuals. NOTE: This resource is being reviewed in light of the 2013 Budget. For more information, see 2013 Budget: key private client tax announcements.

A discussion of the main tax issues to consider where the whole or part of the consideration payable on a share sale is to be deferred. This note assumes that the target company is resident and incorporated in the UK. The tax treatment of non-UK residents depends on the tax laws of their jurisdiction.

This practice note covers the main issues that the seller should consider during a share sale. It assumes that the target company is resident and incorporated in the UK. The tax treatment of non-UK residents depends on the tax laws of their jurisdiction. Note: This resource is being reviewed in the light of the 2013 Budget. For more information, see  Legal update, 2013 Budget: key business tax announcements.

This practice note sets out the tax treatment of disposals of shares by individuals before 6 April 2008 and outlines some of the tax planning which took place before changes to the capital gains tax rules took effect on 6 April 2008. It also covers loan notes and earn-outs issued before 6 April 2008 in consideration for the sale of shares. We have retained this material as it may be useful when completing tax returns for periods to 5 April 2008 and dealing with HMRC enquiries relating to those periods.

This note describes the UK tax treatment of reconstructions and exchanges of securities, and discusses the procedure for obtaining HMRC clearance for such transactions.

A document containing items formerly found in PLC Tax legislation trackers but that are now in force.

A document tracking the development of certain notable pieces of proposed new legislation relating to the taxation of owner-managed businesses.

This note is part of a guide to the Alternative Investment Fund Managers Directive (2011/61/EU) (AIFM Directive), written by Travers Smith LLP. The note sets out how the AIFM Directive's acquisition of substantial stake rules operate. For an index to the AIFM Directive guide, see Practice note, A guide to the AIFM Directive: index.

This note is part of a guide to the Alternative Investment Fund Managers Directive (2011/61/EU) (AIFM Directive), written by Travers Smith LLP. The note sets out what reports and disclosures alternative investment fund managers need to make to investors and regulators. It also explains when such reports and disclosures need to be made. For an index to the AIFM Directive guide, see Practice note, A guide to the AIFM Directive: index.

This note is part of a guide to the Alternative Investment Fund Managers Directive (2011/61/EU) (AIFM Directive), written by Travers Smith LLP. The note sets out the remuneration requirements contained in the AIFM Directive. It also explains what remuneration is and which staff are within scope of the rules. For an index to the AIFM Directive guide, see Practice note, A guide to the AIFM Directive: index.

This note sets out the rights, powers and obligations of the European Securities and Markets Authority and the European Commission to adopt level 2 measures and other guidance, under the Lamfalussy process, to supplement the text of the Directive on Alternative Investment Fund Managers.

This note is part of a guide to the Alternative Investment Fund Managers Directive (2011/61/EU) (AIFM Directive), written by Travers Smith LLP. The note sets out what a depositary does, who can be a depositary and what rules apply to depositaries under the AIFM Directive. For an index to the AIFM Directive guide, see Practice note, A guide to the AIFM Directive: index.

  The Walker Guidelines, introduced in 2007, require certain private equity firms and their larger portfolio companies to meet enhanced rules on disclosure on a "comply or explain" basis.

An overview of the key considerations and steps required in commercialising the intellectual property rights in university research programmes.

PLC What's Market includes details of selected public to private transactions firmly announced since 1 January 2007. The database contains a summary of each deal and links to available deal documentation. To view the database, see What's Market, Public M&A deals: public to privates. For the scope of transactions covered by PLC What's Market, see the PLC What's Market: scope and thresholds.