Reorganisations, Schemes, Demergers and CVAs

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.

A practice note listing the recent deals published on What's Market.

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.

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.

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

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 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.

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".

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 considers some of the issues relating to share option schemes that arise on group reorganisations.

A practice note on shadow advance corporation tax (shadow ACT).

A practice note on the tax treatment of scrip dividends and dividend reinvestment plans (DRIPs).

A practice note explaining how schemes of arrangement can be used in a recommended takeover as an alternative to an offer.

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.) 

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

This note considers some of the pensions issues that arise on group reorganisations.

A practice note listing key forthcoming dates in 2012 for corporate tax practitioners.

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 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 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.

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 gives an overview of the key tax issues that can arise when a group reorganisation takes place.

A practice note on the tax treatment of dividends.

A practice note on the tax implications of direct dividend demergers.

A practice note on the stamp duty and stamp duty land tax (SDLT) aspects of demergers and schemes of reconstruction.

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.

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.

This note looks at the key stages involved in restructuring corporate debt.

A practice note on the key aspects of CVAs for landlords.

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.

A practice note explaining where to find EU law content from a topic page.

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.