| 1 | A guide to forms in insolvency proceedings A list of standard forms for use in restructuring and insolvency proceedings in accordance with the Insolvency Act 1986 and the Insolvency Rules 1986 (SI 1986/1925). The forms relate to company voluntary arrangements, administration, administrative receivership, liquidation, individual voluntary arrangements, bankruptcy, insolvency court procedure and practice, and the insolvency of overseas companies with UK establishments. | Practice note: overview | Maintained |
| 2 | A guide to the European Commission's proposal for a ... On 12 December 2012, the European Commission published a proposal for a Regulation to amend Council Regulation (EC) 1346/2000 on insolvency proceedings (the EC Insolvency Regulation). This practice note sets out the detail of that proposal. | Practice notes | Maintained |
| 3 | A toolkit for cross-border bond restructurings A guide to PLC's UK and US resources for practitioners involved in an international corporate bond restructuring. | Practice note: overview | Maintained |
| 4 | A toolkit for intra-group reorganisations A guide to PLC Corporate's resources relating to intra-group reorganisations, including links to the relevant materials. | Practice note: overview | Maintained |
| 5 | Are you looking for EU law content on this topic? A practice note explaining where to find EU law content from a topic page. | Practice notes | Maintained |
| 6 | Asset purchases: tax aspects of hive downs This practice note discusses the tax implications of a hive down. A hive down is the transfer of all or part of the business or assets of a company to a new company (the hive down company), followed by the sale of the shares in the hive down company to a third party. | Practice notes | Maintained |
| 7 | Capital reduction demergers: tax A practice note explaining the steps for carrying out a capital reduction demerger, the tax implications of structuring as a capital reduction demerger for the shareholders and group companies, tax clearances and the demerger agreement. | Practice notes | Maintained |
| 8 | Company voluntary arrangements (CVA): a quick guide A quick guide to company voluntary arrangements (CVAs), forming part of series of quick guides (for more information on quick guides, see Quick guides). | Practice note: overview | Maintained |
| 9 | Company voluntary arrangements (CVAs) An overview of the procedure involved in company voluntary arrangements (CVAs). | Practice note: overview | Maintained |
| 10 | Company voluntary arrangements: a guide for landlords A practice note on the key aspects of CVAs for landlords. | Practice notes | Maintained |
| 11 | Contracts and finance arrangements: intra-group ... This note considers some of the issues relating to transferring contracts and finance arrangements in group reorganisations. | Practice notes | Maintained |
| 12 | Corporate debt restructuring: step by step This note looks at the key stages involved in restructuring corporate debt. | Practice notes | Maintained |
| 13 | Corporate insolvency and losses: tax This practice note deals with the issue of using and preserving the losses of an insolvent company, both generally and in the contexts of a hive down of its assets and business, and of group relief. | Practice notes | Maintained |
| 14 | Corporate restructuring under the US Bankruptcy Code ... A note on the key features of Chapter 11 (reorganisation proceedings), section 363 (bankruptcy sales), and Chapter 15 (US recognition of foreign insolvency proceedings) of the US Bankruptcy Code. The note also addresses the recognition of US corporate insolvency procedures in the UK under the Cross-border Insolvency Regulations 2006 (SI 2006/1030). | Practice note: overview | Maintained |
| 15 | Corporate restructuring: debt equity swaps This note considers how debt equity swaps may be used in corporate restructuring. It examines the nature of debts and the different ways they can be structured. The note focuses on the approach of the company's bank or other creditors to debt equity swaps, as they usually drive the structure. | Practice notes | Maintained |
| 16 | Debt equity swaps: can banks be liable for financial support ... This practice note examines the risk that the Pensions Regulator may order financial support directions against a company's bank, in particular if the bank holds an equity stake in the business. | Practice notes | Maintained |
| 17 | Demergers and schemes of reconstruction: stamp duty and ... A practice note on the stamp duty and stamp duty land tax (SDLT) aspects of demergers and schemes of reconstruction. | Practice notes | Maintained |
| 18 | Demergers and the substantial shareholding exemption A practice note discussing how the substantial shareholding exemption applies on a demerger. | Practice notes | Maintained |
| 19 | Demergers: overview A demerger is the segregation of business activities into one or more companies or groups of companies. This note considers the following demerger structures: a direct demerger/straight dividend, an indirect or three cornered demerger, an indirect or three cornered reduction of capital, a section 110 liquidation scheme and a Part 26 scheme. For summaries and comparisons of recent demergers, see What's Market: demergers. PLC Corporate (based on the practice note Demergers and schemes of reconstruction: tax contributed by Sue Crawford of Wiggin LLP) | Practice note: overview | Maintained |
| 20 | Demergers: tax overview This note gives an overview of the reasons for, and the different types and tax implications of, demergers. | Practice note: overview | Maintained |
| 21 | Direct dividend demergers: tax A practice note on the tax implications of direct dividend demergers. | Practice notes | Maintained |
| 22 | Direct taxes 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). | Practice notes | Maintained |
| 23 | Dividends: tax A practice note on the tax treatment of dividends. | Practice notes | Maintained |
| 24 | Dividends: tax overview This note is an overview of the UK tax treatment of dividends. It also summarises the rules relating to shadow advance corporation tax, which govern the recovery of surplus advance corporation tax. | Practice note: overview | Maintained |
| 25 | Employment: intra-group reorganisations This note considers the employment law issues that arise on group reorganisations. | Practice notes | Maintained |
| 26 | Group reorganisations: tax This note gives an overview of the key tax issues that can arise when a group reorganisation takes place. | Practice notes | Maintained |
| 27 | Group restructurings in insolvency: tax issues A practice note about the tax implications of restructuring a group in an insolvency situation. The note covers the position of the group and its shareholders. | Practice notes | Maintained |
| 28 | Groups of companies: tax 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. | Practice notes | Maintained |
| 29 | How can I protect my business from a debtor getting into ... A practice note on how to respond to the financial difficulties or insolvency of a company that owes you money, which considers how to press for payment from a distressed trading partner, key contractual issues and outlines the position of the unsecured creditor in an insolvency process. | Practice notes | Maintained |
| 30 | IP and IT: intra-group reorganisations This note considers some of the IP and IT issues that arise on group reorganisations. | Practice notes | Maintained |
| 31 | Income tax: anti-avoidance and secondary liability 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. | Practice notes | Maintained |
| 32 | Income tax: calculation of income profits This note is a general summary of the rules for calculating income for the purposes of UK income tax. 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. | Practice notes | Maintained |
| 33 | Income tax: exemptions and reliefs 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. | Practice notes | Maintained |
| 34 | Income tax: general principles This note is a general summary of the principles underpinning UK income tax. It describes what income is and how it is taxed. It also provides links to notes describing other aspects of the UK income tax rules, such as calculation of income and exemptions from income tax. | Practice notes | Maintained |
| 35 | Income tax: use of losses 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. | Practice notes | Maintained |
| 36 | Intra-group reorganisations: overview An overview of intra-group reorganisations looking at: why groups reorganise; the types of assets affected and consents required; the company law and insolvency issues which arise on intra-group transfers carried out below market value; and how intra-group transactions should be documented. | Practice note: overview | Maintained |
| 37 | Key dates for corporate tax practitioners: 2012 A practice note listing key forthcoming dates in 2012 for corporate tax practitioners. | Practice notes | Maintained |
| 38 | Overview of company insolvency procedures This note provides a summary of the various procedures that may apply to a company in financial difficulties and summarises information in the following practice notes: Administration. Administrative receivership. Company voluntary arrangements (CVAs). Schemes of arrangement: role of the court. Liquidation. For each procedure, this note summarises in tabular form: Its purpose. Who may commence the procedure. How the procedure is commenced. Its effect. | Practice note: overview | Maintained |
| 39 | Pensions: intra-group reorganisations This note considers some of the pensions issues that arise on group reorganisations. | Practice notes | Maintained |
| 40 | Property: intra-group reorganisations This note considers some of the property issues that arise on group reorganisations. | Practice notes | Maintained |
| 41 | Reduction of capital: overview An overview of the ways in which a company can reduce its share capital and the reasons for doing so. | Practice note: overview | Maintained |
| 42 | Rescue buyouts An explanation of the particular issues which arise when a buyout is being conducted in a rescue or insolvency situation. | Practice notes | Maintained |
| 43 | Restructuring high yield bonds: UK and US overview This note provides an overview of the key features of high yield bonds issued in the UK and in the US, and the principal issues to be considered in the context of a corporate debt restructuring involving high yield bond obligations. These include the main differences between New York and English law governed bond documentation and related legal and regulatory issues. | Practice notes | Maintained |
| 44 | Schemes of arrangement and demergers: tax A practice note on the tax implications of a demerger carried out as a scheme of arrangement made under Part 26 of the Companies Act 2006 (formerly section 425 of Companies Act 1985). (This note was formerly called "Section 425 Companies Act 1985 schemes: tax". It has been renamed to reflect the entry into force on 6 April 2008 of Part 26 of the Companies Act 2006, which replaces section 425 of the Companies Act 1985.) | Practice notes | Maintained |
| 45 | Schemes of arrangement: overview An overview of schemes of arrangement, including when a scheme of arrangement may be useful for both solvent and insolvent companies, the requirements for a scheme of arrangement and frequently-seen issues when obtaining creditor, shareholder and court approval. | Practice note: overview | Maintained |
| 46 | Schemes of arrangement: role of the court A guide to some of the main problematic issues that the court will assess when deciding whether to allow a scheme of arrangement to be voted on, and when deciding whether to sanction a scheme that has been approved by the company's creditors or members. | Practice notes | Maintained |
| 47 | Schemes of arrangement: takeovers A practice note explaining how schemes of arrangement can be used in a recommended takeover as an alternative to an offer. | Practice notes | Maintained |
| 48 | Schemes of reconstruction: tax A practice note on the tax reliefs applying to schemes of reconstruction. These reliefs are particularly relevant in demergers and other restructurings. | Practice notes | Maintained |
| 49 | Scrip dividends and dividend reinvestment plans: tax A practice note on the tax treatment of scrip dividends and dividend reinvestment plans (DRIPs). | Practice notes | Maintained |
| 50 | Scrip dividends: tax overview This note summarises the UK tax treatment of scrip dividends issued by UK companies and dividend reinvestment plans (DRIPs) of UK companies. | Practice note: overview | Maintained |
| 51 | Section 110 Insolvency Act 1986 liquidation schemes: tax A practice note on the tax implications of a demerger carried out using a scheme made under section 110 of Insolvency Act 1986. | Practice notes | Maintained |
| 52 | Shadow ACT A practice note on shadow advance corporation tax (shadow ACT). | Practice notes | Maintained |
| 53 | Share issues: tax An issue of shares may be structured in a number of ways. This note outlines the different structures and then considers the main tax issues by reference to each of the relevant taxes: corporation tax, capital gains tax, income tax, value added tax, stamp duty and stamp duty reserve tax. | Practice notes | Maintained |
| 54 | Share option schemes: intra-group reorganisations This note considers some of the issues relating to share option schemes that arise on group reorganisations. | Practice notes | Maintained |
| 55 | Stamp duty 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. | Practice notes | Maintained |
| 56 | Stamp duty land tax This practice note considers the practical impact of stamp duty land tax in the context of commercial transactions. | Practice notes | Maintained |
| 57 | Stamp duty reserve tax 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. | Practice notes | Maintained |
| 58 | Stamp duty: reliefs This note considers the various reliefs and exemptions from stamp duty available in a commercial context. NOTE: This resource is being reviewed in light of the 2013 Budget. For more information, see Legal update, 2013 Budget: key business tax announcements. | Practice notes | Maintained |
| 59 | Statutory demergers: tax A practice note on the tax treatment of exempt distributions (direct and three-cornered distributions falling within sections 1073 to 1099 of the Corporation Tax Act 2010 (previously sections 213 to 218 of Income and Corporation Taxes Act 1988)), known as "statutory demergers". | Practice notes | Maintained |
| 60 | Substantial shareholding exemption A note on the substantial shareholding exemption which exempts companies from corporation tax on a gain made on the disposal of a substantial shareholding in another company. | Practice notes | Maintained |
| 61 | Substantial shareholding exemption: overview This note is an overview of the reliefs available and the main conditions that need to be satisfied under the substantial shareholding exemption provisions. | Practice note: overview | Maintained |
| 62 | Takeover offer and scheme of arrangement: comparative ... This document compares the timetables involved for a takeover offer and a scheme of arrangement under section 899 of the Companies Act 2006 used to acquire control of a public company and which involves a reduction of capital. For a comparison of offers and schemes in this context, see Practice note, Takeover offer or scheme of arrangement? There is also a detailed timetable for a takeover offer: see Practice note, The offer timetable. References to Rules are to Rules of the Code and references to the Schemes Appendix are to Appendix 7 to the Code. | Practice notes | Maintained |
| 63 | Tax clearances: demergers This practice note discusses the situations in which UK tax relief may be available for demergers and the procedure for obtaining HMRC clearance for such transactions. | Practice notes | Maintained |
| 64 | Tax clearances: exchanges of securities and reconstructions This note describes the UK tax treatment of reconstructions and exchanges of securities, and discusses the procedure for obtaining HMRC clearance for such transactions. | Practice notes | Maintained |
| 65 | Tax clearances: general This note discusses the current UK rulings system and practical issues relating to clearances. It also links to several other practice notes that provide guidance on clearances in specific situations. | Practice note: overview | Maintained |
| 66 | Tax clearances: transfer of trade This practice note discusses the situations in which UK tax relief may be available for the transfer of a trade and the procedure for obtaining HMRC clearance for such transactions. | Practice notes | Maintained |
| 67 | Tax legislation tracker: archive A document containing items formerly found in PLC Tax legislation trackers but that are now in force. | Practice notes | Maintained |
| 68 | Tax legislation tracker: corporate A document tracking the development of certain notable pieces of proposed new legislation relating to corporate taxation. | Practice notes | Maintained |
| 69 | Tax on chargeable gains: general principles This note is a general summary of the UK rules applying to the taxation of chargeable gains. It describes what chargeable gains are, what assets are affected, when disposals arise, the way in which gains are calculated and the manner in which they are taxed, exceptions from taxation, anti-avoidance rules and how allowable losses may be used. This note is intended as a general overview, so you should be aware that the tax treatment in a particular case may differ from the general position described in this note. | Practice notes | Maintained |
| 70 | Three-cornered demergers: tax A practice note on the tax implications of a three-cornered demerger. | Practice notes | Maintained |
| 71 | Transactions in securities: tax anti-avoidance 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. | Practice notes | Maintained |
| 72 | Transfer pricing This practice note discusses the UK transfer pricing rules as they apply to cross-border and domestic transactions. This note does not address how the transfer pricing rules impact on specific industries, such as insurance or energy/utility, where these industries deviate from the general rules. | Practice notes | Maintained |
| 73 | Valuation issues in restructurings: overview An introduction to the valuation issues that can arise in restructurings. The note considers the practical difficulties that arise when valuing a company or group in financial distress, the relevant valuation methods and provides case studies of how valuation issues have affected restructuring and insolvency assignments that have come before the courts. | Practice note: overview | Maintained |
| 74 | What's Market (UK): recent deals published A practice note listing the recent deals published on What's Market. | Practice notes | Maintained |
| 75 | What's Market: Demergers | Practice notes | Maintained |
| 76 | What's Market: Demergers | Practice notes | Maintained |
| 77 | What's Market: New holdco schemes of arrangement | Practice notes | Maintained |
| 78 | What's Market: Reductions of capital | Practice notes | Maintained |
| 79 | What's Market: Reorganisations and schemes | Practice notes | Maintained |
| 80 | What's Market: Restructurings Details from PLC What's Market deals database of restructurings by listed companies (including debt for equity swaps, company voluntary arrangements (CVAs) and scheme of arrangements) since 1 January 2009. The database contains a summary of each restructuring and links to the deal documentation. To view the database, see What's Market, Restructurings. | Practice notes | Maintained |
| 81 | Offshore holding companies This overview summarises the tax issues for a UK-based multinational wishing to move its tax residence from the UK, and explains how this can be achieved in practice. It covers reasons for corporate emigration, migrating an existing company, introducing a new holding company, post-implementation reorganisations and dividend access arrangements. | Practice notes | 23-Aug-2012 |
| 82 | Amended Insolvency Rules 1986: company voluntary ... A note setting out the amendments to rule 1 relating to company voluntary arrangements of the Insolvency Rules 1986 (SI 1986/1925), implemented by the Insolvency (Amendment) Rules 2010 (SI 2010/686), with effect from 6 April 2010. | Practice notes | 06-Apr-2010 |
| 83 | Amended Insolvency Rules 1986: transitional provisions The transitional provisions in schedule 4 of the Insolvency (Amendment) Rules 2010 (SI 2010/686) set out the detailed arrangements for the coming into force of the amendments to the Insolvency Rules 1986. | Practice notes | 06-Apr-2010 |
| 84 | Deal analysis: Demergers This document contains a table with details of significant 2006 and 2007 demergers by UK listed and AIM companies. The table briefly describes the structure used and links to the public documents, where available. For details of more recent demergers and for fuller details of the issues covered in the table below, see PLC What's Market. For more information on demergers, see PLC Practice note, Demergers. | Practice notes | 26-Nov-2008 |
| 85 | Arrangements and reconstructions: comparison between ... A note outlining the changes to the law in relation to arrangements and reconstructions (including mergers and divisions of public companies) made by the Companies Act 2006 (2006 Act). For general background to the 2006 Act, see Practice note, Companies Act 2006: materials. Part 26 (arrangements and reconstructions) and Part 27 (mergers and divisions of public companies) came into force on 6 April 2008. | Practice notes | 06-Apr-2008 |
| 86 | Share sales: pre 6 April 2008 CGT position and planning 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. | Practice notes | 05-Apr-2008 |
| 87 | Taper relief: overview This note is a brief overview of the key features of capital gains tax (CGT) taper relief as it applied to shares and securities. Taper relief was available to individuals, personal representatives and trustees.Taper relief has been abolished for disposals made on or after 6 April 2008 (see paragraphs 23 to 56 of Schedule 2 to the Finance Act 2008). Taper relief does not apply to deferred gains which come into charge after 5 April 2008. | Practice note: overview | 05-Apr-2008 |
| 88 | Deal analysis: takeovers involving offer of shares: prospectus ... A table setting out whether a bidder produced a prospectus in accordance with section 85 of the Financial Services and Markets Act 2000 (FSMA) on a takeover involving an offer of shares as consideration or a document accepted by the Financial Services Authority (the FSA) as equivalent to a prospectus in accordance with paragraph 1.2.2R(2) of the Prospectus Rules. The table covers share exchange offers announced after 1 September 2006 - 31 December 2007. For details of more recent share exchange offers involving the issue of a prospectus or equivalent document and for fuller details of the issues covered in the table below for 2007 deals, see PLC What's Market. A bidder has to prepare a prospectus and obtain FSA approval for this where: It offers transferable securities to the public in the UK. This will be the case on a takeover for a UK target which is structured as a takeover offer but not where it is structured as a scheme of arrangement.Securities representing 10% or more of the existing issued shares are to be admitted to trading on a UK regulated market. For further details see Practice note, When is a prospectus required? Note that the table does not include transactions where a prospectus/equivalent document was not required, for example a scheme of arrangement involving an AIM bidder. | Practice notes | 14-Jan-2008 |