Share Acquisitions: Private

A consideration of the key features of warranty and indemnity insurance for buyers and sellers in private acquisitions.

This note considers the different techniques which may be used in valuing a business on an asset or share purchase. These may broadly be classified as the discounted cash flow approach, the market multiple approach, the dividend yield approach and the net asset approach.

This practice note explains the transactions in securities rules under which HMRC can counteract a tax advantage for a taxpayer arising from certain types of transaction(s) in shares or securities.

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

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

This negotiating guide explains the purpose and rationale for the provisions that usually appear in the tax covenant on a share sale. It also explains some issues that commonly arise in negotiations and in some cases suggests additional drafting that may be useful. It is designed to accompany the long-form PLC Tax covenant: Standard document, Tax covenant: long form. It can also be used with Standard document, Tax covenant: corporate seller version and Standard document, Tax covenant: individual seller version. The section headings in the negotiating guide do not correspond to the order, or in some cases to the headings, of the equivalent provisions in these two versions. But the negotiating guide may still be helpful because the underlying principles are the same, and because all key provisions, and many other provisions, appear in all three tax covenants, as they do in most tax covenants.

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

This practice note explains when a stock transfer form is required, and provides details on how to complete the form. For a stock transfer form that can be edited and saved to your desktop, please see Standard document, Stock transfer form.

This practice note considers the practical impact of stamp duty reserve tax in the context of commercial transactions. NOTE: This resource is being reviewed in light of the 2013 Budget. For more information, see Legal update, 2013 Budget: key business tax announcements.

This note considers the practical impact of stamp duty on commercial transactions. NOTE: This resource is being reviewed in light of the 2013 Budget. For more information, see Legal update, 2013 Budget: key business tax announcements.

This note summarises some of the key competition law and regulatory issues to be addressed whilst undertaking a due diligence exercise on a software business.

This practice note is about the way payments made by the seller to the buyer under the tax indemnity and tax warranties contained in a share purchase agreement are taxed.

Almost all sales of private companies include a tax covenant (also called the tax schedule or tax indemnity), generally given by the seller in favour of the buyer. This practice note explains, in broad terms, the main provisions of the tax covenant.

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 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 discusses the main pre-sale tax issues to consider on 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.

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 Q&A provides country-specific commentary on Practice note, Share acquisition documents: International Acquisitions, and forms part of our international acquisitions transaction guide.

This Q&A provides country-specific commentary on Practice note, Share acquisition documents: International Acquisitions, and forms part of our international acquisitions transaction guide.

This Q&A provides country-specific commentary on Practice note, Share acquisition documents: International Acquisitions, and forms part of our international acquisitions transaction guide.

This Q&A provides country-specific commentary on Practice note, Share acquisition documents: International Acquisitions, and forms part of our international acquisitions transaction guide.

This Q&A provides country-specific commentary on Practice note, Share acquisition documents: International Acquisitions, and forms part of our international acquisitions transaction guide.

This Q&A provides country-specific commentary on Practice note, Share acquisition documents: International Acquisitions, and forms part of our international acquisitions transaction guide.

This Practice note outlines the key considerations for a seller and its advisers in setting up a data room for use in a disposal by auction.

This note considers the particular issues which arise on a private company acquisition where shares in the target company are held by trustees. Jonathan Conder, Macfarlanes

This practice note deals with aspects of the UK tax treatment of employment-related securities and securities options acquired after 5 April 2008 by employees and directors who are UK resident, but not ordinarily resident (R/NOR). It also deals briefly with those who are UK resident and ordinarily resident (R/OR), but not domiciled in the UK.  

This note covers the particular issues involved in a reverse takeover under LR 5.6.

This note covers the particular issues involved when a company with a premium listing of equity shares enters into a significant transaction under LR 10.  It deals with the class tests, classification as a class 1 or class 2 transaction and the requirements for announcements and circulars.

A practice note listing key forthcoming dates in 2013 for corporate tax practitioners.

This negotiating guide explains the purpose and rationale for the provisions in Standard document, International tax covenant. It also explains some issues that commonly arise in negotiations and, in some cases, suggests additional drafting that may be useful.

HMRC and the British Venture Capital Association have agreed two memoranda of understanding intended to offer certainty about valuation and tax treatment of equity interests awarded to managers of target companies and private equity and venture capital providers if certain requirements are met. These memoranda are summarised in this practice note.

Tax legislation gives special tax treatment to certain transactions between group company members, such as group and consortium relief and relief for chargeable gains groups. This note considers that treatment. The stamp duty, stamp duty land tax and value added tax position of group companies is also considered.

This note considers the rules under the Companies Act 2006, from 1 October 2009, that prohibit a public company from giving financial assistance for the purpose of the acquisition of its shares or those of a parent company, and a private company from giving financial assistance for the purpose of the acquisition of shares of a public parent company. For details of the pre-1 October 2009 position under the Companies Act 1985, see Practice note, Financial assistance: pre-1 October 2009. 

Practical guidance on how to prepare for and organise completion meetings so as to minimise the potential for last-minute problems.

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

This note considers the employment issues which arise on the sale of a company.

A note considering the key employment-related due diligence issues for a prospective buyer in a UK share or asset sale.

This note considers the commercial and tax issues raised by the use of an earn-out structure on the sale of a company where at least part of the price paid by the buyer is calculated by reference to the performance of the target company over a period of time after the acquisition takes place.

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).

This note considers how UK data protection legislation affects commercial transactions and, in particular, data relating to employees.

This practice note explains the impact of changes to the structure of a private sector organisation under the CRC Energy Efficiency Scheme (CRC).

Confidentiality agreements (also known as non-disclosure agreements) are usually signed during the early stages of the acquisition process and seek to ensure that confidential information disclosed (normally by the seller) during the negotiations remains confidential and is not used other than for the purpose disclosed. This note explains why a written confidentiality agreement is considered to be necessary and considers common provisions of the confidentiality agreement and the enforcement of confidentiality obligations.

This Practice note considers the potential application of competition law to a share purchase transaction; in particular whether the transaction as a whole is subject to UK or EU merger control, and whether certain restrictions that are generally entered into in connection with such transactions (such as non-compete covenants, supply agreements and licences of intellectual property rights) are subject to additional regulatory scrutiny and control. Following a consultation in March 2011, the government has announced its decision on proposals to reform the UK competition regime. The government has decided to establish a new single Competition and Markets Authority to replace the OFT and Competition Commission.  The government has also decided on various, largely procedural changes to strengthen the mergers, markets and antitrust enforcement regimes. For further information see Government decisions on establishment of Competition and Markets Authority and reform of UK competition regime and Enterprise and Regulatory Reform Bill 2012-13: implementation of competition reforms.

This note addresses the issues relating to corruption to consider when acquiring a business or shares in a target company or entering into a joint venture, particularly in light of the Bribery Act 2010.