This practical day-to-day guide to the tax provisions of commercial reorganisations and reconstructions enables tax practitioners working in this increasingly important area of UK taxation to accurately negotiate their clients' commercial reorganisation transactions. This new edition is fully revised and updated and covers new legislation relating to the latest implementation of EU Directives into UK tax law. The authors provide clear analysis of all relevant legislation, including the technical and practical consequences of commercial transactions, along with information on transactions of all sizes, from major corporate groups to owner-managed businesses. An essential reference source for tax advisers who need to offer clear guidance to client companies that are reorganising, amalgamating or demerging. Contents: Introduction; Part 1: Basic rules: Corporation tax and chargeable gains; Stamp taxes; Value added tax; EU Legislation; Part 2: Reorganisations: Introduction to reorganisations; Reorganisations of share capital; Conversions of securities; Part 3: Deemed reorganisations: Introduction to deemed reorganisations; Share-for-share exchanges; Exchanges involving QCBs; Earn-outs; Interaction with substantial shareholdings exemption; Interactions with other legislation; Reorganisations: Anti-avoidance and clearances; Clearances; Part 4: Reconstructions: Introduction to reconstructions; Definition of 'reconstruction'; Company compromises or arrangements; The UK reconstruction reliefs; Part 5: Mergers: UK company mergers; Cross-border mergers; Part 6: Demergers: Introduction to demergers; Demergers: Legal background; Liquidation distributions; Exempt distributions; 'Return of capital' demergers; EU cross-border demergers; Part 7: Branch incorporations: Incorporation of n-UK branches; EU branch incorporations.
Pete Miller is a partner with Powrie Appleby LLP, a specialist tax firm based in Leicester but with a nationwide reach. Pete has worked in tax for over 21 years, for the Inland Revenue and 'Big 4' firms. Specialising in the taxation of M&A transactions, Pete is an established author in the tax press and a member of the Editorial Boards of The Tax Journal and Simon's Direct Tax Service. George Hardy is a Financial Services Tax Partner of Ernst & Young LLP and head of their Financial Services Mergers and Acquisition Tax Practice. He is a contributor to many publications.