The Tax Schedule: A Guide to Warranties and Indemnities

ISBN-13: 9781910151280 / Angielski / Miękka / 2016 / 580 str.

Eile Gibson

Opis

Author Eile Gibson explains the underlying rationale of the key provisions of the tax schedule, and provides updated model long-form and short-form warranties and tax indemnities. These are included on a CD-ROM, so that practitioners can download and adapt the model documents. The book has been updated to include provisions in the Finance Act 2015. The employment-related securities section has been updated, and included is new guidance on the Social Investment Tax Relief Scheme (SITR) and changes to reflect changes to HMRC treatment of ESC D33. The purpose of this book is to explain and simplify issues for UK?tax advisors involved in transactions of buying and selling companies and business. The negotiations between tax advisors lined up against each other on the sale of a company or business can sometimes become so complex that the commercial reality of the transaction (a sale by a willing seller to a willing buyer) is lost. The underlying rationale of the key provisions of the tax schedule and updated model long-form and short-form warranties and tax indemnities are provided. These are also included on the CD-ROM, so that practitioners can download and adapt the model documents for their own transactions. Tax lawyers, tax accountants, corporate lawyers, corporate advisors, and finance directors who are involved in the process of the sale of a company will find this book to be a must-have for the new year. Subject: UK?Tax Law]

Spis treści

• Preface
• Table of contents
• Table of authorities
• Glossary
• 1 THE TRANSACTIONAL PROCESS
• 1.1 Background Issues
• 1.2 Pre-completion Clearances
• 1.3 Post-completion clearances
• 1.4 Transactions and Clearances with EU Dimension
• 1.5 Employee Share Scheme Matters
• 1.6 Buyer's Issues
• 1.7 Seller's Issues
• 1.8 Negotiating the Tax Schedule
• 1.9 Completion Issues
• 1.10 Post-completion Matters
• 2 DUE DILIGENCE
• 2.1 Overview
• 2.2 The Buyer's Tax Due Diligence Report
• 2.3 The Seller's Tax Due Diligence Report
• 2.4 The Disclosure Process
• 2.5 Measuring the Risk
• 2.6 Due Diligence in the Purchase of a Business
• 2.7 Tax Due Diligence in the Purchase of a Company
• 3 WARRANTIES
• 3.1 Overview
• 3.2 Warranties in Due Diligence
• 3.3 Disclosures against Tax Warranties
• 3.4 Accounts, Tax Computations and Payments
• 3.5 Administration and Tax Compliance
• 3.6 Advance Corporation Tax (ACT)
• 3.7 Anti-avoidance
• 3.8 Associated Companies
• 3.9 Capital Allowances
• 3.10 Chargeable Gains
• 3.11 Clearances
• 3.12 Close Companies
• 3.13 The Construction Industry Scheme (CIS)
• 3.14 Controlled Foreign Companies (CFC)
• 3.15 Corporation Tax
• 3.16 Deferred tax
• 3.17 Demergers and Exempt Distributions
• 3.18 Disclosure of Tax Avoidance Schemes (DOTAS)
• 3.19 Distributions and Dividends
• 3.20 Dormant Companies
• 3.21 Employment-Related Tax Issues
• 3.22 Group Issues
• 3.23 Inheritance Tax
• 3.24 Insolvency Issues
• 3.25 Intellectual Property
• 3.26 Land and Property Issues
• 3.27 Loan Relationships
• 3.28 National Insurance Contributions (NICs)
• 3.29 PAYE
• 3.30 Penalties Regime
• 3.31 Research and Development (R&D)
• 3.32 Residency issues
• 3.33 Secondary Tax Liabilities
• 3.34 Self-assessment
• 3.35 Stamp Taxes
• 3.36 Transfer pricing and non-arm's length transactions
• 3.37 Value Added Tax
• 3.38 Value Shifting and Depreciatory Transactions
• 4 SALE AND PURCHASE OF A COMPANY
• 4.1 Background issues
• 4.2 Issues for the buyer
• 4.3 Taxation issues for the seller
• 4.4 Dealing with Target's Pre-completion Debts
• 4.5 Accounts and Completion Accounts
• 4.6 Structuring the Consideration
• 5 SALE AND PURCHASE OF A BUSINESS
• 5.1 General Overview
• 5.2 Commercial Considerations
• 5.3 Due Diligence
• 5.4 Tax Issues
• 5.5 VAT and Transfers as a Going Concern (TOGC)
• 6 SPECIAL SITUATIONS
• 6.1 Insolvencies and Administrations
• 6.2 The Locked Box Mechanism
• 6.3 Public Listings and Offerings
• 6.4 Partnerships
• 7 SHARE SCHEME ISSUES
• 7.1 Overview
• 7.2 Corporation tax relief – a important negotiating issue
• 7.3 Tax issues arising in respect of share incentive schemes
• 7.4 Roll-over options
• 7.5 Takeover Code Issues
• 7.6 Administrative and Reporting Requirements for HMRC Approved Schemes
• 7.7 Partly Paid Shares
• 7.8 Disguised Remuneration Rules
• 7.9 Recommendations by the Office of Tax Simplifications
• 8 VENTURE CAPITAL SCHEMES
• 8.1 The Enterprise Investment Scheme
• 8.2 Seed Enterprise Investment Scheme
• 8.3 Venture Capital Trusts
• 8.4 Corporate Venturing Scheme (CVS)
• 9 GROUP ISSUES
• 9.1 Chargeable Gains Groups
• 9.2 Corporation Tax Groups
• 9.3 Group Payment Arrangements
• 9.4 Intangible Assets
• 9.5 Loan Relationships
• 9.6 Stamp Duty
• 9.7 Stamp Duty Land Tax (SDLT)
• 9.8 Substantial Shareholdings
• 9.9 VAT Groups
• 10 THE TAX SCHEDULE IN THE SALE AND PURCHASE OF A COMPANY
• 10.1 Background Issues
• 10.2 Drafting Principles
• 10.3 Short Form or Long Form Tax Schedule?
• 10.4 Tax Liabilities
• 10.5 An Accounts Deal
• 10.6 A Completion Accounts Deal
• 10.7 The Seller's Indemnity
• 10.8 Limitations
• 10.9 De Minimis and Maximum Caps
• 10.10 Third Party Recovery
• 10.11 Overprovisions
• 10.12 Reliefs and Savings
• 10.13 Mitigation and/or Shared Pre-completion Tax Reliefs
• 10.14 Buyer's Indemnity
• 10.15 Conduct Provisions
• 10.16 Gross-up and Withholdings
• 10.17 Zim Properties
• APPENDIX 1. LONG FORM TAX SCHEDULE
• APPENDIX 2. SHORT FORM TAX SCHEDULE
• APPENDIX 3. LONG FORM TAX WARRANTIES FOR THE SALE OF A COMPANY
• APPENDIX 4. TAX WARRANTIES FOR THE SALE OF A BUSINESS
• APPENDIX 5. HMRC INFORMATION & INSPECTION POWERS
• APPENDIX 6. TIME LIMITS FOR ASSESSMENTS & CLAIMS AND RELATED MATTERS
• APPENDIX 7. HMRC CLEARANCES
• APPENDIX 8. OVERVIEW OF HMRC APPROVED EMPLOYEE INCENTIVE SCHEMES
• 8.1. Approved Share Incentive Plans ("SIPs")
• 8.2. Approved Company Share Option Plans ("CSOPs")
• 8.3. Enterprise Management Incentives (EMIs)
• 8.4. Approved SAYE Option Scheme
• APPENDIX 9. EIS OVERVIEW CHECKLIST
• APPENDIX 10. SEIS OVERVIEW CHECKLIST
• APPENDIX 11. VCT CHECKLIST
• APPENDIX 12. PENALTIES AND ERRORS
• APPENDIX 13. DOTAS LEGISLATION
• APPENDIX 14. COMPANIES ACT 2006 – PART 28, CHAPTER 3
• APPENDIX 15. THE TAKEOVER CODE RULE 15
• INDEX