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Chartered
Tax
Consultant
Stage 3 Module 10
Reorganisations, Liquidations and
Sale of a Business
Paul Dillon
Chartered Accountants House
www.charteredaccountants.ie
EDUCATING
SUPPORTING
REPRESENTING
Learning Objectives
• Chargeable gains, stamp duty and other tax
issues arising on intra group transfers of
businesses and assets.
• Tax reliefs which apply to corporate
reorganisations, mergers and demergers.
• Tax issues arising on the winding up of
companies.
• Tax aspects of sales of assets and shares.
Friday Afternoon
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Intra Group Transfers
CGT Groups
Stamp Duty Groups
Share Capital Reorganisations
Reorganisations
Saturday
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Partition of Family Trading Company
Buy Back of Shares (in text book under M6)
Share Valuations
Liquidations
Buying and Selling a Business
Intra Group Transfers
Intra Group Transfers
• Main tax heads
– CGT
– Stamp Duty
• Other Taxes
– CT
– VAT
• Tax Reliefs; obligations and clawbacks
CGT Groups
• Sec 617 TCA 1997
• Group Relief
• “No gain/No loss” on disposal on intra group
transfers of chargeable assets
• Qualifying groups
• CT on chargeable gains and CGT on
development land
CGT Group
• Sec 616(1)(bb) TCA 1997
• Principal company and all effective 75% subs
• Company – Sec 616(1)(a) TCA 1997
– Tax resident in EU or in EEA country
having DTA with Ireland
• Principal Company – Sec 616(1)(c) TCA 1997
– A parent of a 75% subsidiary
Effective 75% Subsidiary
• Sec 616(1)(b) TCA 1997
• 75% ownership and entitlement tests
– ≥ 75% ordinary share capital (direct or indirect)
– ≥ 75% distributable profits
– ≥ 75% distributable assets on liquidation
• CGT Group – Principal company and its
effective 75% subs and their effective 75%
subs
• Includes companies <75% owned by principal
co
• Contrast with CT Groups
CGT Groups
A
80%
90%
C
B
80%
75%
D
E
80%
40%
F
G
CGT Groups
A
90%
60%
B
90%
25%
C
D
A,B,C and D are a CGT Group
Intra Group Transfers
• Sec 547 TCA 1997
– MV applies where bargain not at arm’s length
• Sec 549 TCA 1997
– Connected persons within Sec 547
• Sec 10(6) TCA 1997
– Control test – connected companies
– Same person has control of both companies
– Person controls one company and connected
persons or he together with connected
persons control the other company
Intra Group Transfers
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CGT event on transfer of chargeable assets
From one group company to another
MV applies
Sec 617 TCA Relief may apply
CGT Group Relief
• Sec 617 TCA 1997
• No CGT on transfers between group
members
– Transaction is between group members
– Co transferring asset is resident in the
State or asset is a chargeable asset
immediately before the transfer
– Co acquiring asset is resident in the State
or the asset is a chargeable asset
immediately after the transfer
Cont.
CGT Group Relief
• Non resident companies – Irish branch
assets
• Non resident company liable to CGT
• Sec 649(2) TCA 97
• Development land gains within Sec 617
group relief
EU and EEA
• EU and EEA companies can be part of CGT
group
• CGT group relief for chargeable assets only
• Transfer and transferee within CGT charge
• Sec 617 relief for non residents
– EU/EEA resident
– Holding branch assets in Ireland
EU and EEA
• Revenue concession
– Worldwide group
– Transfer of trade carried on in the State
– Profits and gains liable to corporation tax
– Assets in use for trade – no discontinuance
– Bona Fide commercial reasons
– Submission to Revenue
– Formal undertakings from transferee and
group parent
• EU fundamental freedoms?
CGT Groups
• Sec 617 TCA 1997
• Transfers deemed to at “no gain/no loss”
• Acquiring company takes base cost and
acquisition date of transferor
• No crytallisation of gain at time of intra-group
transfer
• Realised losses cannot be transferred to group
members
• Asset with gain could be transferred into group
company with loss prior to sale
CGT Groups
• Group relief applies automatically
• Takes precedence over other reliefs (not
S291A)
• Example:
• Sec 626B TCA 1997 –CGT exemption for sale
by parent of shares in a subsidiary
• Group relief applies to:
– CT on chargeable gains
– CGT on development land gains
Trading Stock
• CGT Group Relief does not apply to trading
stock
• Sec 618 TCA 1997 applies Sec 596 TCA 1997
• Capital asset held as trading stock of one
group company
• Transferred to another group company where
it is held as trading stock
• Vice versa
Sec 596 Relief
Capital Asset becomes
Trading Stock of transferee
Trading Stock becomes
Capital Asset of transferee
•Deemed disposal @ mv
•Transferor treated as
•CGT gain/loss arises
transferring a capital asset
•CGT group relief applies
•CGT Group relief available
•Sec 617 TCA 1997
•Transferee deemed to
•Election by transferee to
acquire asset for same cost
reduce MV trading stock by
and at same date of
amount of capital gain
acquisition by transferor
•No election if a loss arises
•Review Intra Group gains of trading stock
•12.5% CT on profits? CT on chargeable gain?
Clawback of Relief
• Potential Clawback of CGT Group Relief
– When asset sold outside the CGT group
– When the co with the asset leaves the group
– Where the asset ceased to be a chargeable
asset
Sale of Asset outside Group
• Sec 619(2) TCA 1997
• Original cost and acquisition date of member
group acquiring asset
• All group members deemed to be the same
person
• Sec 619(1) TCA 1997 – application of Sec 555
• No reduction for capital allowances where gain
arises
• Loss restricted by capital allowances claimed
by other group company
Co Leaving Group
• Sec 623(2) TCA 1997
• Deemed disposal where co leaves CGT
group within 10 years of acquiring asset
• Sec 623(4) TCA 1997
• Departing company:
– Deemed to have sold and immediately
reacquired asset
– At date asset was acquired from other
group co
Co Leaving Group
• Sec 623(1) TCA 1997
• Clawback provisions do not apply where bona
fide liquidation
• Sec 623(3)
– Two or more associated companies
– Cease to be members of group at same time
– No clawback on assets transferred between
them
– Where relief under Sec 617 previously
claimed
Asset Ceases to be Chargeable
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Sec 620A TCA 1997
Co resident in EU/EEA country acquires asset
Group Relief provisions apply
Asset becomes situated outside the State
Co deemed to be sold and immediately
reacquired
Stamp Duty Reliefs
• SD payable on actual consideration given
• Exception = gift or voluntary disposition @ MV
• Potential Stamp Duty @ 6% for intra group
transfers
• Sec 79 SDCA 1999 – associated companies
relief
• SD on intra group transactions eliminated
Associated Companies Relief
• Sec 79 SDCA 1999
90%
90%
• 90% beneficial ownership – direct and indirect
• 90% entitlement to profits on distribution
• 90% entitlement to assets on winding up
Associated Companies
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Beneficial v Legal ownership
Appointment of liquidator
Company ceases to be beneficial owner
Company holds legal title
Sec 79 SDCA 1999 - beneficial ownership
90% profit and asset tests similar to CT loss
groups
• Non Irish resident and registered companies
can qualify
Associated Companies
• Revenue Notes for Guidance - body
corporate with share capital
• Adjudication by Revenue - Sec 20 SDCA
1999
• Statutory declaration confirming conditions
met
Example
MIAMI
100%
90%
Toronto
100%
TRL
Boston
90%
Seattle
90%
90%
BSL
SDL
Associated
Anti Avoidance
• Sec 79(5) SDCA 1999
• Any part of consideration provided by person
other than a company associated with
transferor or transferee
• Bank borrowings excluded if commercial
• Beneficial ownership previously transferred by
a non-associated person eg subsale
• 90% association is to cease- arrangement at
time of execution of instrument
Anti Avoidance
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Sec 79(7) SDCA 1999 – claw back provision
Two companies cease to be 90% associated
Within two years of transfer
Bona fide liquidations not excluded from
claw back – unlike CGT groups
• Possible Revenue concession for group
reorganisations
Stamp Duty
• Where Sec 79 SDCA 1999 relief does not
apply
• Review proposed transaction
• Can plant be transferred by delivery?
• Can debtors be retained – collection agent?
Intra Group Transfers
• Withholding Tax
• Corporation Tax
• VAT
Withholding Tax
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Sec 980 TCA 1997
Withholding tax applies @ 15%
Even where CGT group relief available
Consideration > €500,000
Irish land, minerals or exploration rights
Shares in non listed companies deriving
value from above assets
• Goodwill of Irish trade
• CG 50 clearance
Corporation Tax
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Sec 400 TCA 1997
Election for trade to continue
75% common ownership
Losses forward claimed
Assets tranferred @ tax wdv
Sec 401 loss buying rules – major change in
ownership or activities or dormant trade
• Sec 312 TCA 97 – no IBA claw back on
election
VAT
• Sec 20(2)(c) VATCA 2010
• Assets transferred between group
companies
• Transferee must be an accountable person
– VAT registered
• Transfer constitutes undertaking or part of
undertaking capable of being operated on
an independent basis
Reorganisations
Share Capital Reorganisations
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Pre-sale structuring plan
Introduction of new investors
CGT for shareholders
Reliefs covered in Stage 2, Module 5 Section
4.14
• Refresher – some examples
“Paper for Paper”
• Sec 584 TCA 1997
• Shares exchanged for other shares in same
company
• Shares allotted in proportion to existing
shares
• Sec 584(3) TCA 1997
• Reorganisation or reduction of share capital
• No disposal of original shareholding
• New shares take original cost and acquisition
date of old shares for future CGT
Example
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Adam purchased 5,000 ord shares in S Ltd
Cost €10,000
Date 10th January 1992
Reorganisation of share capital in April 2002
Adam received 2,000 new shares in exchange
for his 5,000 ord shares
• 2,000 new shares sold in Dec 2011 for
€60,000
CGT Computation
Date of disposal 10th December 2011
Sale Proceeds
€60,000
Cost
January 1992
5,000 of shares
€10,000*
Indexation (91/92) 1.406
Indexed Cost
€14,060
Gain
€45,940
*no disposal of original shares in April 2002
Exchange of Shares
• Original shares plus consideration
• New shares take on original cost of old shares
• New consideration treated as enhancement
expenditure
Example
1/5/1986:
1,000 Ord Shares bought
Cost €6,000
June 1997: Reorganisation of company
2,000 new shares received in
exchange for original shares plus
payment by shareholder of €1,000
30/11/2011: 2,000 shares sold for €100,000
CGT 2011
Sale Proceeds
Cost 1/5/1986
Indexation
Enhancement Exp
June 1997
Indexed
Gain
€100,000
€6,000
1.637
(€9,822)
€1,000
1.232
(€1,232)
€88,946
Exchange of Shares
• Exchange of old shares for New Shares plus
consideration
• Deemed part disposal of old shares
• Cash or value of assets received by
shareholder
• New shares have base cost of old shares
minus the part allocated to part disposal
Example
July 1996
M bought 4,000 shares acquired
in M Ltd
Cost €5,000 in July 2006
July 2000
M received €4,000 plus 3,000
new shares in M Ltd as part of
reorganisation
MV 3,000 shares in July 2000 =
€10,000
August 2011 M sold 3,000
shares for €42,000
CGT July 2000 – Part disposal
Sale Proceeds
€4,000
Cost
€5,000 x €4,000 = €1,429
€14,000
Indexation
1.251 €1,788
Gain
€2,212
CGT August 2011
Sale Proceeds
€42,000
Cost
Original
€5,000
Used
€1,429
€3,571 x 1.251 €4,467
Gain
€37,533
Group Reorganisations
• Why do corporate groups restructure?
• Reduction of number of companies in group
• Lower compliance costs – audit, tax,
company secretarial
• Pre-sale restructuring plan for tax efficient
sale
• Introduction of new investors
• Management buy-in
Reorganisations
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Corporate restructuring
Transfer of businesses, assets or shares
To acquiring company
Acquiring company issues shares in itself to
transferor company or its shareholders
Corporate Restructuring
Common Types
• Share for Share Swap
• Share for Undertaking
three party swap
• Share for Undertaking
two party swap
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Potential Tax
Tax on gains for company
on transfer of shares ,
assets or business
CGT for shareholders on
shares swapped or sold
Stamp Duty for company
acquisition of shares,
business or assets
CT for companies for CA
assets transferred
VAT on transfers of assets
Share for Share Swap
S/H A
S/H B
S/H A
Co B
Co A
Co B
Co A
S/H B
Share for Undertaking 3 Party Swap
S/H A
Co A
S/H B
Co B
S/H A
S/H B
Co B
Co A
Business
Business
Share for Undertaking 2 Party Swap
S/H A
Co
A
S/H Co B
S/H B
Co B
Co A
A
Co B
Business
Co A
business
CGT Reliefs & Stamp Duty Reliefs
Reconstruction
• No definition in tax law  Case Law Brooklands
Selangor Holdings Ltd v IRC
• Basic character remains unchanged
• Same persons as members
• No fundamental difference after reconstruction
• Shareholder dispute – reorganisation of share capital
• Streaming = partition/division
• TB 48
• Substantially the same business carried on by
substantially the same persons
CGT Reliefs & Stamp Duty Reliefs
Undertaking
• No statutory definition
• UK case law “Business or enterprise undertaken by
a company”
• Business has a wider concept than trade
• Activity may be intermittent
• TB 48 – segregation of business and not merely of
assets
• Capable of being carried out in its own right
• No of employees being transferred
CGT Reliefs & Stamp Duty Reliefs
Amalgamation
• Not defined in legislation
• Re South African Supply & Cold Storage Co Ltd
• Rolling of two concerns into one/merged
undertakings - TB 48
• Not merely the continuance of one concern
• Not necessary to have a new company
• Shareholders substantially remaining
unchanged
• Joining together of two or more companies
Share for Share Exchange
• Sec 568 TCA 1997
• Company issues shares to a person in
exchange for their shares in another company
• Acquiring company has control of target
company or
• General offer made to member of target
company which if satisfied will give control to
acquiring company
• Bona Fide commercial reasons
• No scheme with main purpose of tax avoidance
• No disposal or acquisition for CGT
Share for Share: Stamp Duty Relief
• Sec 80 SDCA 1999
• Reconstructions and amalgamations for share
for share swaps
• Transfer of shares in target company to
acquiring company
• Clawback of relief if beneficial ownership of
shares in target company not held for 2 years
• Interest @.0219% per day from date
beneficial ownership ceases
• Interest from date of transaction if false
information
Share for Share: Stamp Duty Relief
• Bona Fide Commercial reasons
• Acquiring co must acquire 90% of target co in single
transaction
• Consideration = 90% in new shares in acquiring co
• Shares must be issued in proportion to shareholdings
in target co
• Acquiring co must be limited and Irish/EU resident
• Target co can be unlimited and resident anywhere
• Acquiring co must increase share capital for takeover
• Adjudication by Revenue
• Statutory declaration from company or solicitor
Share for Undertaking 3 Party
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Target transfers all or part if business
To acquiring company
In exchange for shares in acquiring company
Shares issued to shareholders of target
company
• Undertaking will be owned by the acquiring
company
• Acquiring company owned by original
shareholder plus target company shareholder
Potential Taxes
• CGT – target company on disposal of
undertaking
• CGT – shareholders of target company –
value passing out of shares
• SD – up to 6% on acquiring company
• CT cessation issues and balancing charges
• VAT on transfer of undertaking
CGT Relief Company Level
• Sec 615 TCA 1997
• Transfer of business at no gain/no loss
• Target company gets no consideration other
than acquiring company taking over liabilities
• Companies must be Irish or EU resident
• Assets transferred must be chargeable assets
• No relief for development land
• Sec 633 TCA 1997 – extends relief for
development land under scheme of
reconstruction or amalgamation
CGT Relief Company Level
• Partitions do not qualify for Sec 615 TCA
1997 relief
• Concessional relief for “family partitions”
• Substantial Identity of ownership
• Before and after reconstruction – TB 48
• Immediately after the reconstruction
• No contract for sale should exist prior to
reorganisation
• Revenue pre clearance provided
• No clawback provisions
CGT Relief - Shareholders
• Sec 587 TCA 1997
• Acquiring co issues shares to shareholders
of target company
• In proportion to original shareholdings
• Original shares must be retained or
cancelled
• No CGT disposal triggered
• New shares take on cost of original shares
Transfer of Business
• Sec 130 TCA 1997
• Transfer of business is a distribution
• TB 48 – where Sec 587 and 615 TCA 1997
apply
• Bona fide reconstructions
• Revenue practice is not to invoke Sec 130
TCA 1997
Share for Undertaking 3 Party: SD Relief
• Sec 80 SDCA 1999
• Substantial SD savings – up to 6%
• Bona fide reconstruction
– Assets must be an undertaking or part of
undertaking
– 90% of consideration are shares in acquiring
co
– Substantial continuity of ownership in
acquiring co
– No minimum holding period for shares
– Clawback if relief granted on false information
Share for Undertaking 2 Party
• Company transfers all or part of its business
to another company
• In exchange for shares in that company
• After the swap, shareholders of target own
shares in acquiring company
• Acquiring company carries on previous
business of target company
Share for Undertaking 2 Party
• CGT Relief for Target Company
• Sec 631 TCA 1997
• Deferral of CGT on transfers of a trading
operation between EU resident members
– All or part of trade carried on in Ireland
transferred to another company
– Consideration is the issue of shares in
acquiring company to target company
– Company incorporated, tax resident and
liable to CT in EU State
Question
Derry plc is considering purchasing Casey Ltd which has a
modern factory facility where production could be expanded
to provide much needed capacity to Derry plc. The
approximate total value of the shares in the company is
€3.5 million. The underlying market value of the business is
as follows:
• Factory
€2,500,000
• Goodwill €1,000,000
Derry plc is in discussions with the owner of Casey Ltd, Pat
Casey, on how to structure the purchase. In particular, they
have discussed the option of Derry plc issuing shares to
Pat Casey in exchange for the undertaking of Casey Ltd.
Question
Requirement
What are the implications of this option for Derry plc
and Pat Casey?
Derry plc: shares for undertaking
• The issue of shares in Derry plc to Pat Casey in exchange
for the undertaking of Casey Ltd will result in the transfer of
Casey Ltd’s factory and business to Derry plc.
• If the conditions of section 80 SDCA 1999 are satisfied,
Derry plc will avoid a stamp duty liability on the purchase of
the factory and business.
• Derry plc is acquiring the assets of Casey Ltd, and will avoid
the risk of assuming the history of Casey Ltd as a company.
• Under section 615 TCA 1997, Derry plc will take on the
original base cost of the assets of Casey Ltd as the
exchange will be deemed to be carried out for no gain/no
loss.
Casey Ltd & Pat: Shares for undertaking
• Issue of shares in Derry plc to Pat Casey in exchange for
the undertaking of Casey Ltd results in the transfer of
Casey Ltd’s factory and business to Derry Ltd.
• CGT relief under section 615 TCA 1997 can be claimed by
Casey Ltd on the transfer of its assets to Derry plc which
results in the transfer taking place for no gain/no loss.
• If the conditions of section 587 TCA 1997 are satisfied,
then Pat avoids upfront CGT liability on the effective
disposal of his shares in Casey Ltd and the new holding in
Derry plc will be treated as if it were the original holding in
Casey Ltd
• However, Pat must sell his shares in Derry plc to access
the wealth attributable to his Casey Ltd shares.
CGT Relief – 2 Party
• Immediately after the transfer
– Assets transferred must be used in trade of
acquiring co
– Carried on in Ireland
– Acquiring co must be chargeable to CT or CGT after
transfer
– Acquiring co cannot be exempt from CT or CGT
under DTA
• Clawback if shares sold within 6 yrs by target co
• Base cost of shares reduced by deferred gain
• Sec 308A TCA 97 – no BC on trade assets in
merger
Stamp Duty Relief-2 Party
• Acquiring company
• Sec 80 SDCA 1999 – same rules as for 3
party swap
• Consideration shares issued to target
company
• Clawback if target company ceases within 2
years
• No clawback if beneficial ownership lost due
to reconstruction, amalgamation or
liquidation
Partition of Family Trading Co
• Demergers can qualify for the reconstruction
reliefs
• Business carried on in two companies after
demerger
• Shareholders interests remain the same
• Reliefs do not apply where businesses
divided into individual ownership
• Revenue concession for family partitions
Partition of Family Trading Co
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Family trading company or group
Broken into individual trading companies
No CGT will apply – Sec 587 and 615 TCA
Value of each individual holding
Remains strictly unaltered after partition
Other conditions to be met
Tax Briefing 44
Reorganisation of shares into separate classes
Deriving value from separate trades
New companies formed to take over trades
Partition of Family Trading Co
No money or money’s worth
All parties Irish resident
No value shifting
Trading companies only
Parties accept original CGT cost Trades capable of division
applies
Non trade assets < 10%
Shareholders accept original
CGT cost applies
Separated trades must continue
Family partition only
Groups – 100% sub of family co
Sec 623 TCA 97 applies
100% Family companies
Bona fide – no tax avoidance
Partition of Family Trading Co
• Advance approval from Revenue must be
sought
• Concession does not apply to Stamp Duty
• Significant cost for family restructuring with
partitions
Other Taxes
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PAYE
Revenue concession
No Forms P45
Advance Clearance
VAT, CT and CGT withholding
Employment Law
• EU “TUPE” Regulations 2003
• Protection of Employees on Transfer of
Undertakings
• Intra-Group or internal reorganisation
• Rights and obligations under employment
contract transfers to new employer
• Employees must be given (within 30 days):
– Date of transfer
– Reason for transfer
– Legal, social and economic implications for
employee
– Measures envisaged for employees
Share Buy Back
Share Buy Back
• S.130 TCA 1997 – distribution rules
• Individual charged under Sch F to Income
Tax, PRSI and USC
• S.176(1) TCA – anti avoidance to avoid Sch F
• Chapter 9, Part 6 TCA 1997
• CGT treatment if conditions met
Share Buy Back
• Vendor resident and ord resident in Ireland
• Owned shares for at least 5 years
• Inherited shares/approved share scheme –
3 years
• Trading company – wholly or mainly
• Sufficient reserves under Company Law
Share Buy Back
• Not part of scheme or arrangement to
participate in profits
• Sec 182 TCA 97 – disclosure to Revenue
• Submit within 9 months of AP
• Sec 176(6)(1)(b) TCA 97 – conditions
relaxed where Inheritance Tax discharged
and hardship
Trade Benefit Test
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Sec 176(1)(a)(i)(I) TCA 97
Wholly or mainly to benefit trade
Company or 51% subsidiary
Subjective test – TB 25
– Shareholder disagreement
– Equity finance from outside shareholder
– Retiring shareholder/director
– Personal rep of decd shareholder
– Legatee does not want shares
Trade Benefit Test
• Adverse effect on company unless dissenting
shareholder removed
• Sale of entire shareholding
• Sever all connection with company
• Advance Revenue agreement
• Revenue Guidelines – exceptions
– Retiring director retaining small shareholding
– Controlling director in family company
passing shares to children but remaining as
director
Substantially Reduced
• Shareholder’s interest must be substantially
reduced
• Reduce shareholding by at least 25%
• Include associated persons
– Spouses, parents, minor children
– Company controlled and under common
control
– Trustees
– Personal Reps
– Persons acting on instructions of another
Substantially Reduced Example
• Multichem Ltd has issued share capital of 5,000 €1
shares, of which 1,000 are owned by Conor Maguire
& 250 by his wife Mrs Maguire.
• If Multichem Ltd purchases 250 shares from each of
them, Mrs Maguire will own no shares after the
purchase and test to determine the reduction in
Conor’s interest will ignore Mrs Maguire’s former
holding.
• Before the purchase, Conor’s interest = 20%
(1,000/5,000) and, after the purchase, = 16.67%
(750/4,500), < requisite 25% i.e. Conor’s interest
should be reduced to 15%.
Substantially Reduced Example
• The 25% reduction test in respect of Mrs Maguire’s
interest must include Conor’s holding because he
still owns shares after the transaction.
• Mrs Maguire’s interest (including that of her
associate) is reduced from 25% (1,250/5,000) to
16.67% (750/4,500) = reduction of more than 25%
• Therefore Conor has not reduced his interest in
Multichem Ltd by 25% but Mrs Maguire has
Substantially Reduced Example
• Alternatively, Multichem should purchase 500
shares from Conor and none from Mrs Maguire.
• The test to determine the reduction in Conor’s
interest will include Mrs Maguire’s holding
because she still owns shares after the
transaction. His interest is reduced from 25%
(1,250/5,000) to 16.67% (750/4,500), which is a
reduction of more than 25%.
Substantially Reduced
• Sec 184 TCA 97 – treasury shares deemed
cancelled
• Vendor’s post sale % based on reduced
issued share capital
• >25% of shares to be sold
• Revenue require disposal of virtually all
shares
• Shares held by associates combined
Profit Reduction Test
• Vendor must satisfy 25% Profit Reduction Test
• Beneficial entitlement to distributable profit
redued to 75% or less of pre sale amount
• Applies where company acquiring shares is
group member
• Vendor owns shares in group company after
sale
• Vendor owns shares in acquiring co and in
other group co prior to sale
Groups
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Sec 179 TCA 97
Group companies
Holding companies and 51% subsidiaries
Vendor and associate interests reduction
25% shares and distributable profits
• Buyback not part of scheme or arrangement
for vendor or associate having interest that
would break conditions
Vendor Connected with Co
• Vendor cannot be connected with company or
group co after sale
• Sec 186 TCA 97 – person connected if
– He controls the company
– Has or is entitled to acquire directly or
indirectly >30% of
• issued ord shares of co
• loan and issued share capital of co
• voting power in company
• assets of co on windup (equity share)
Claiming Buy Back Relief
• Form AOS 1
• Submit at same time as CT1 for AP in which
payment is made
• Sec 980 TCA 97
• Shares deriving greater part of value from
specified asset
• Consideration > €500,000
• 15% withholding tax
• CG 50 clearance procedures
Tax Planning and Buy Backs
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Buy back and retirement relief
Limit of €750,000
Gift shares to children first
Sale to company of shares worth €750,000
Termination payment and pension contribution
BPR for family members receiving shares?
Crucial that CGT treatment on buy back
applies
SD and Share Buy Back
• SD @1% if transfer is executed by stock
transfer form or other instrument
• No SD if:
– Agreement of contract for sale
– Hand over of share certificate
– No declaration of trust
• Deeming provisions of Sec 31(1)(b) SDCA
1999 do not apply to contract/agreement for
sale of shares
Example – Buy Back and other reliefs
•
•
•
•
•
Darren Philips is a 60% shareholder & director in Philips Trading Ltd.
He is 70 years of age. He has two sons working in the company who
each hold a 20% shareholding.
Philips Trading has distributable reserves of €1 million.
Darren’s 60% shareholding is valued at approximately €700,000.
Darren decides to retire and let his sons take over as they are
coming up with the best management and strategy ideas for the
business.
The company undertakes a scheme of share buy-back whereby all
but 1% of Darren’s shares are redeemed for a payment of €700,000.
Pre-clearance is secured from Revenue which confirms that the buyback satisfies the trade benefit test and the distribution will qualify for
CGT treatment instead of an income tax treatment. Darren has
substantially reduced his shareholding and is allowed to retain the
1% shareholding for sentimental reasons.
Example – Buy Back and other reliefs
Darren also retires as a working director and takes a tax exempt
termination payment of €100,000
The company also pays €200,000 into his pension scheme.
In total therefore, Darren received the following tax exemption payments
from the company:
*
Distribution under section 176
€700,000
Ex-gratia termination payment
Pension contribution
Total
€100,000
€200,000
€1,000,000
*Distribution is taxable as capital receipt under section 176 and
therefore qualifies as a disposal for retirement relief purposes. He may
also qualify for retirement relief under section 598 TCA 1997 (Module 6).
Share Valuations
Share Valuations
•
•
•
•
Open Market Value – sec 548(4) TCA 1997
Willing buyer and purchaser
Purchaser has access to all information
Most common methods
– Dividend Yield
– Earnings
– Net Assets
Dividend Yield
•
•
•
•
•
Minority shareholdings
< 25%
Amount and timing of dividend payments
Significant part of return
Shareholder not in a position to exercise
control
• Methodology – historic dividends paid
• Current dividends position – maintained?
Earnings
•
•
•
•
•
•
•
More substantial shareholdings
Maintainable earnings
Capitalised using P/E Ratio
Pattern of past earnings
Weighted average of past 3/5 years
P/E of comparable quoted company
Discount P/E for lack of market
Net Assets
•
•
•
•
Balance Sheet Value
Adjust for market values of fixed assets
Consider intangibles not on balance sheet
Consider if little or no relationship to level of
earnings
• Hybrid method may be appropriate
Liquidations
Liquidations
• Liquidations more common now
• Cash extraction method following sale of
business or assets
• Appointment of liquidator
• Tax issues for liquidator and shareholders
• Various reliefs – clawback can be triggered
on liquidation
Appointment of Liquidator
• Three types of liquidations
1. Creditors voluntary – initiated by company
2. Court liquidation – initiated by company, creditor
(Revenue) or shareholder
3. Members’ Voluntary Liquidation – group
rationalisations, extraction of assets
• Appointment of liquidator – tax consequences
• CT, CGT, SD and VAT
Corporation Tax
•
•
•
•
Cessation of AP
Commencement of AP
Terminal Loss Relief for group
Restriction on distributions – close company
surcharge implications
• Deductibility of termination payments to
employees
Summary
APs
S. 27(7) TCA 1997
Losses
S. 397 TCA 1997
Appointment of
liquidator
TLR on cessation
of trade
Filing and payment
due dates
S. 410 TCA 1997
Cannot be used to
reduce close co
surcharge
Co ceases to be
member of group
Capital dividends in
course of winding up
Post cessation
income
No group relief for
losses post
appointment of
liquidator
Close Co Surcharge
Distribution made in
course of liquidation
Termination Payments
• Payments in excess of Statutory Redundancy
• Has employee a contractual right to payment?
• If payment is ex gratia and employee has no
contractual right to receive the payment  no
tax deduction if payment made after cessation
of trade
• S. 109(2) TCA 1997 – tax deduction for
statutory redundancy payments
• Includes amounts paid in post cessation
period
Stamp Duty
• No SD on appointment of liquidator
• Implications for reliefs claimed
– S.80 SDCA relief on share for share
undertaking two party swap
– Clawback of relief if relationship broken
within two years - exception for liquidation
• S.79 SCDA 1999 relief
– Clawback if relationship ceased within 2
years
• No exemption on liquidation
• Revenue Guidance Notes
Capital Gains Tax
• Company ceases to be beneficial owner of
asset on appointment of liquidator
• Sec 616(4) TCA 1997 – exemption where
group relationship ceased on a winding up
• Sec 623(1) TCA 1997 – exemption from
clawback of intra-group transfer where
company ceases to be a member of the group
due to bona fide liquidation
Value Added Tax
•
•
•
•
Liquidator must register for VAT
Where assets being sold – taxable person
Liquidator is an accountable person
New VAT number allocated
Distributions by Liquidator
•
•
•
•
Capital Gains Tax
Sec 571(5) TCA 1997
Liquidator is accountable for CGT
Base cost of assets at date acquired by
company – Sec 78(8) TCA 1997
• Two exposures to CGT
• Disposal of assets by liquidator
• Distributions by liquidator to shareholders
Distributions by Liquidator
• Sec 583 TCA 1997
• Shareholder deemed to dispose of shares
when a capital distribution received
• Retirement Relief – Sec 598 TCA 1997
• Technically not applicable
• Sec 598(7) TCA 1997 – relief allowed on
capital distributions in course of winding up of
family company
• Concession – where company assets sold < 6
months prior to liquidation – TB 26
Retirement Relief & Liquidation
• Assets sold preliminary to liquidation
• Proceeds included as business chargeable
assets
• No concessional relief to distributions in specie
• Only cash distributions qualify
Assets Sold by Liquidator
•
•
•
•
Assets qualifying for capital allowances
CT on balancing charges
VAT on property – review implications
CGT withholding – CG50 Sec 980 TCA 1997
Stamp Duty
• No SD applies to distribution of asset in specie
• SD can arises where
– Assets are subject o a mortgage or charge
– Shareholders agree to take over third party
debt
– Company has outstanding loan payable
which is forgiven
• To avoid the ad valerom stamp duty
• Clear all mortgages and debts prior to
distribution in specie
• Not a clear option – example page 733
Cash Extraction : Impact on Corporate Shareholder
versus Individual Shareholder
Havana Hold Co Ltd (“Havana”) is an Irish tax resident
holding company with shareholdings in two Irish
subsidiaries, Puerto Ltd (“Puerto”) and Rico Ltd (“Rico”).
It holds 100% of Puerto and 50% of Rico Ltd. The
balance of Rico’s shares is owned by Mr Noonan.
Puerto is a trading company while Rico is a property
company which holds the commercial premises out of
which Puerto trades.
Cash Extraction: Impact on Corporate Shareholder
versus Individual Shareholder
Puerto’s business is not performing and despite its
directors best efforts, the company will soon be insolvent
if it carries on business.
Puerto has cash reserves of €100,000 while Rico has
cash reserves of €85,000.
The property held by the Rico has a market value of
€1,350,000. It originally cost €550,000 in 2003.
Both Havana & Mr Noonan’s original equity investment in
Rico is negligible as it the case for Havana’s equity
investment in Puerto.
Cash Extraction: Impact on Corporate Shareholder
versus Individual Shareholder
Requirement:
Outline tax consequences of options available to
Havana and Mr Noonan on extracting value from
Puerto and Rico.
(Draws on materials covered in Module 9 and
Module 8)
Option 1: Take a Dividend of the cash remaining in
Puerto and Rico
Tax Consequences for Havana of taking a dividend of
available Cash in Puerto & Rico.
• Havana can take a dividend of €100,000 cash
available for distribution in Puerto assuming it has
adequate reserves to pay a dividend
• As both companies are Irish tax resident, dividend
from Puerto to Havana will be treated as FII exempt from CT for Havana.
• As a 50% shareholder of Rico, Havana can take a
dividend of €42,500. This dividend is FII - exempt
from CT
Option 1: Take a Dividend of the cash remaining in
Puerto and Rico
Tax consequences for Mr Noonan of taking a dividend of
available Cash in Rico.
• Mr Noonan is liable to income tax at his marginal rate
along with PRSI and USC on dividend of €42,500 from
Rico.
• Assuming that he is a 55% rate tax payer, this means
that he will pay €23,375 in tax on taking the dividend.
Rico is obliged to DWT at 20% on dividend payment to
Mr Noonan.
• Mr Noonan can claim a credit for DWT by Rico at
source but he will still incur a total liability of €23,375
on taking a dividend of €42,500 from Rico.
Option 2: Liquidate Both Puerto & Rico and Take a
Capital Distribution of Funds Remaining
A) Tax consequences for Havana of taking a Capital Distribution
of funds remaining in Puerto & Rico.
• Liquidation of Puerto = net assets available for capital
distribution of €100,000 to Havana assuming Puerto has
sufficient sources elsewhere to pay its creditors, clear all its
debts and pay its liquidator fees.
• Capital distribution should result in a taxable gain.
• As Puerto is a qualifying trading subsidiary of Havana, then
the capital distribution will be exempt under Section
626B(1)(b)(iv) TCA 1997 = an exemption from tax where a
capital gain is made by a company on the disposal of a
shareholding in a subsidiary.
Option 2: Liquidate Both Puerto & Rico and Take a Capital
Distribution of Funds Remaining
• Liquidation of Rico involves sale of premises and a
capital distribution of its remaining after tax funds
and other cash to Mr Noonan and Havana equally.
CT liability on disposal of the premises:
Proceeds on Sale
€1,350,000
Base Cost
(€550,000)
Net Gain
€800,000
Taxed at 25%
€200,000
Net funds for distribution
€600,000
Cash funds for distribution
€85,000
Total Capital Distribution
€685,000
Option 2: Liquidate Both Puerto & Rico and Take a
Capital Distribution of Funds Remaining
• Havana is liable to Corporation Tax at 12.5% on
rebased chargeable gain on taking a capital
distribution of €342,500 from Rico.
• As Rico’s shares derive the greater part of their
value from land in the State, Havana is not entitled
to S.626B exemption.
• Corporation Tax liability of €42,813 arises on the
capital distribution of €342,500 from Rico
Option 2: Liquidate Both Puerto & Rico and Take a
Capital Distribution of Funds Remaining
B) Tax Consequences for Mr Noonan of Taking a Capital
Distribution of Funds Remaining in Rico:
• Mr Noonan is liable to CGT at 25% on the capital
distribution on the liquidation of Rico i.e CGT of €85,625 on
the capital distribution of €342,500 from Rico.
• As his shareholding is extinguished on the liquidation of the
company, and liquidation took place for bona fide
commercial reasons – this will ensure that the Revenue do
not seek to tax the distribution as Schedule F liable to
income tax under anti-avoidance provisions of Section 817
TCA 1997 instead of a capital distribution liable to CGT.
Cash Extraction: Impact on Corporate Shareholder
versus Individual Shareholder
Summary
• Havana will not have a tax liability on the extraction
of funds out of Puerto if it takes a dividend = FII
• Havana will not have a tax liability on taking a capital
distribution of funds on the liquidation of Puerto =
S.626B disposal of qualifying subsidiary.
• Liquidation of Rico & subsequent capital distribution
of after tax funds = CT liability as Rico is not a
qualifying subsidiary under S.626B
• Mr Noonan will pay income tax at 55% on a dividend
from Rico versus CGT at 25% on liquidation of
Rico.
Buying and Selling a
Business
Buying and Selling a Business
•
•
•
•
•
•
Numerous tax issues
Share sales v Asset sales
Tax and commercial differences
Vendor and Purchaser perspectives
Tax Due Diligence – common issues
Purchase agreements – tax warranties and
indemnities
Buying and Selling a Business
•
•
•
•
•
•
•
Negotiation stage
Agreement for Sale reached
Main terms of transaction recorded in writing
Heads of Agreement
Outlines key terms of transaction
Hard to achieve mutual tax benefits
Vendor’s tax objectives – maxismise after tax
proceeds
• Purchaser – minimise after tax consideration
Buying and Selling a Business
•
•
•
•
Different tax objectives – seller and buyer
Difficult to reconcile  detailed negotiations
Adjustment to sale consideration?
Assumption of pre-sale restructuring tax
risks?
Share v Asset Sales
• Commercial considerations often dictate form
of sale
• Sale of separate business unit within a
company?
• Does purchaser want only part of business or
certain assets?
• Does vendor want to retain certain assets?
• Purchaser reluctant to acquire shares –
historic risks
• Compromise – pre sale restructuring e.g.
“hive out”
Vendor – Sale of Shares
•
•
•
•
•
Tax perspective – share sales preferred
Avoids potential double CGT charge
CGT effective rate 25%
Base cost if previously purchased
Sec 626B TCA 1997 relief for corporate
vendors
• Disposal of substantial shareholding in sub
• CGT free for holding company
• CGT “deferred” until funds extracted from
holding company
Purchaser - Acquisition of Shares
•
•
•
•
•
May favour share purchase
Stamp Duty savings – 6% v 1%
SD based on gross value of assets
SD on share sale reflects net value
SD Planning
– Allocation of consideration between
assets
– Transfer by delivery
– Vendor retaining trade debtors
Purchaser - Acquisition of Shares
• Purchaser inherits cost of any latent tax
liabilities
• Unrealised gains or latent balancing charges
• Reduces gain or profits on further sale of
assets
• CGT triggered if company leaves group with
assets transferred from other group
companies using CGT group relief
• Sec 79 SDCA 1999 clawback trigger – intra
group asset transfers within last 2 years
Vendor - Asset Disposals
• Vendor can select assets for sale/retention
• Retention of non core assets – investment
properties
• Loss position – CGT losses forward
• Shelter gains on assets sold
• Sale of assets giving rise to CGT loss or
Balancing Allowances
• Use of losses within vendor’s corporate
group
Purchaser - Acquisition of Assets
• No liability in respect of history of company
• No latent gains on assets acquired
• Higher Stamp Duty, although may be able to
mitigate using various methods
Pre Sale Restructuring
•
•
•
•
Compromise to asset v share deal
Part of business being sold
Restructure to facilitate a share sale
Transfer of assets to newly formed sub with
immediately sale of sub – Sec 79 SDCA and
Sec 617 TCA 1997 clawbacks
• Use of restructuring reliefs
• Share for share three party swap
Pre Sale Restructuring
• TB 48 – SD reliefs not clawed back
• Tax efficient scheme of restructuring
• Reconstruction cannot be contingent on sale
or transfer of assets
• Reorganisation carried out prior to binding
sale agreement
Pre Sale Restructuring
• Mary and Ann own 50% each of Tech Ltd.
• Tech Ltd is a computer software manufacturing
company. The company owns a 200 sq. m.
manufacturing unit from which the company trades
assets plus stocks, equity, debtors, and trade
liabilities such as creditors.
• Out of accumulated profits, Tech Ltd has built up a
portfolio of investments.
• Mary and Ann have been approached to sell Tech
Ltd but new purchaser does not want investments
Pre Sale Restructuring
• Mary and Ann should set up a new company (NewCo)
• Tech Co “hives out” the trade and trade assets of Tech
Ltd to NewCo & leave investments in original company
• Consideration for the transfer of trade is the issue of
shares in NewCo to the shareholders of Tech Ltd (i.e.
Mary and Ann)
• This is a three party share for undertaking exchange
– See slides 61 to 67
• New company would then be ready for sale to
interested party and the investment assets would
remain in old co
Pre Sale Restructuring
Mary Ann
Tech Ltd
Mary
Hive out
Ann
New Co
(Trade &
Trade
premises)
Anti Avoidance
• Value stripping prior to sale of shares
• Depreciatory transaction
• Target company transfers assets at
undervalue
• Target company pays dividends
• S 621 TCA 1997 - prevention of artificial
capital losses
• Calculation of allowable loss on share
disposal takes account of under-value on
assets transferred
Anti Avoidance
• S. 621 TCA applies where value of shares
reduced by “depreciatory transactions”
• Disposal of assets between group members
other than @ mv
• Other transactions between group members
where company whose shares are being sold
or its 75% was party to transaction
• Reduction of allowable loss - no impact on gain
• S. 622 TCA 1997 – dividend stripping
• Distribution includes S 130 TCA 1997 transfers
Anti Avoidance
• Sec 591A TCA 1997
• Share disposal and abnormal distribution to
vendor
• Distribution treated as consideration for
shares
• Includes abnormal distribution to persons
connected to vendor
• Excess over dividend expected if no share
disposal
• Prevents conversion of CGT into FII
Deferred Consideration
• Deferred consideration often included in sale
agreement
• Dependent on post deal performance of
target business over time period
• Cash consideration – immediate CGT
• Shares in acquiring company – S. 586 TCA
1997 – share for share
Deferred Consideration
• Sec 563 TCA 1997
• Deferred consideration taken into account
• No reduction for risk of non recoverability or
where sale consideration contingent
• CGT computation amended if deferred
consideration is not paid
• Known as “earn outs”
• Case law
Deferred Consideration
• Marren v Ingles
• Share sale - additional amount payable if
shares were quoted within next few years
• Deferred consideration had to be valued for
CGT
• Separate asset - “right to receive” future
consideration
• Additional CGT on future consideration
• Gain on actual consideration less value
attributed on share disposal
• Very difficult to value future proceeds
Deferred Consideration
• Revenue applies Marren v Ingles
• Part of consideration
– Deferred or
– Contingent and
– Uncertain in amount
• Risk of CGT rate increasing
• No carry back of loss when “right to receive”
happens
Example
• Shares sold March 2008 for €3m
• Further sum to be paid in March 2011 based
no increase in turnover
• Valued at €200,000 in March 2008
• CGT paid in 2008 on gain of €3.2m
• Actual turnover increase = €500,000
• Additional CGT on €300,000
• Actual turnover increase of €100,000
• Capital loss of €100,000 – no carry back to
2008
Deferred Consideration
•
•
•
•
•
Overall cap on contingent payment
Proceeds not wholly unascertainable
Outside scope of Marren v Ingles?
CGT paid on max consideration
Amended Sec 563(1)(b) TCA 1997 if actual
consideration is less than max
• Vendor could receive deferred consideration
in form of shares – Sec 586 TCA 1997 relief
Stamp Duty
• Sec 80 SDCA 1999 – may be no relief if
cash consideration
• Non share element < 10%
• Limit on deferred consideration – SD on the
maximum amount
• SD on shares taken at time of sale plus
future cash if 10% rule breached
Tax Due Diligence
•
•
•
•
Purchaser obtains sufficient information
Target’s business
Possible adjustment to purchase price
Many areas covered in due diligence
including tax
Cont.
Legal Process – Share Sales
1. Draft share purchase agreement prepared by purchaser’s
advisors
Provide to vendor’s advisors – includes tax warranties
and indemnities
2. Vendor’s advisors review share purchase agreement and
prepare Disclosure Letter
3. Final drafts of Share Purchase Agreement and Tax Deed
of Indemnity circulated between parties and agreed
4. Share Purchase Agreement; Tax Deed of Indemnity and
Disclosure Letter signed; consideration paid and
transaction closed
5. Stamp Duty paid on share transfers by purchaser
Cont.
Tax Due Diligence
• Objectives
– Ensure tax liabilities of target provided in
its financial statements
– Identify tax liabilities that are not provided
in financial statements
– Highlight other potential tax exposures
/contentious issues
Due Diligence
•
•
•
•
•
Comprehensive Engagement Letter
Review of financial accounts of target co
Prepare due diligence checklist
Adapt general checklist to type of business
Focus on risk areas:
– Status of Tax Returns and submission
– Expressions of doubt or Revenue rulings
– Details of CT, VAT, PAYE SD, CT, Withholding taxes
• Preparation of Tax Due Diligence Report
– Scope, periods and taxes reviewed and results
– Assumptions made; documents relied upon;
limitations
Key Areas
Losses
CGT Base Cost
Tax losses forward
Balance sheet value review
CGT intra group transfers
Pre 6/4/1974 assets
Shares owned in company – share for share relief?
Assets acquired from other group companies –
CGT or SD clawback
Close Companies Undistributed estate and investment income
Professional Services companies
Benefits to participators and associates
Loans to participators
Interest to directors
Deferred Tax
Fully provided for?
Assumptions underlying DT provisions
Clawbacks
Common areas of review
Review Group Structure
Confirm tax residence of each company
CT and CGT Tax Returns
Submitted; accepted; expressions of doubt
Outstanding liabilities with no provision
Restriction on loss relief – late filing of returns
Latest Revenue Audit – review issues
Significant tax issues – provision made?
DWT issues for distributions made
Common areas of review
PAYE/PRSI/Levies- returns and liabilities
Mileage and subsistence claims
Profit sharing and share options schemesRevenue approvals
Consultants/self employed persons engaged
VAT compliance
VAT Rates on sales
VAT input credit claims – disallowable items
SD Reliefs granted within past 2 years conditions
Warranties and Indemnities
• Most important part of share purchase
agreement for tax adviser
• Purchaser relies on representations made by
vendor
• Impose legal obligation on vendor to
compensate purchaser for any undisclosed
tax liabilities arising after sale
• Issues identified in Due Diligence determine
nature and scope
Other Areas for Review
•
•
•
•
Tax – definition of taxes covered
Exclusions to liability
Limits on claims
Time limits to make claims
– 5 years/none for fraud or neglect
• Notification of claims
Warranties and Indemnities
• Outcome of Due Diligence – additional
warranties and indemnities will not provide
protection
• Purchase price reduction for specific tax
liabilities?
• Indemnity is promise to compensate for
specified tax liability
• Purchaser does not need to prove breach or
show specific loss suffered
Warranties and Indemnities
• Breach of tax warranty is a breach of a
contractual term
• Purchaser must show financial loss
suffered
• Claim more difficult than under indemnity
• Disclosure letter prepared by vendor
• Notifies purchaser of matters that could
breach warranties
Warranties and Indemnities
• No claim for breach of warranty for issues in
disclosure letter
• Focus on general disclosures
• Seek specific indemnity if potential liability
disclosed
• Vendor’s advisor – limit vendor’s exposure
• Draft disclosure letter as comprehensive as
possible
Example
Warranty
There is no material dispute or disagreement
outstanding with any tax authority
Disclosure
The target company is currently being audited by the
Revenue Commissioners in respect of VAT for the
period 1st January 2008 to 31st December 2008. The
audit has just commenced and is expected to be
completed by 31st January 2010.
Indemnity
The vendor indemnifies the buyer in respect of a
taxation liability arising as result of an event which is
outside the ordinary course of the target company’s
business, which occurs after the accounts date, but
before completion.
Other Areas
• Definition of tax
• Exclusion to liability
– Liability reflected in latest audited accounts
– Exclusion for pre completion restructure of
target company exclusion - requested by
purchaser
– Failure by purchaser to make election to
Revenue
• Limits on warranty and indemnity claims
• Time limits to make claims min 5 years
• Notification and conduct of claims
Round Up
•
•
•
•
•
•
•
•
Transfer of Assets and Businesses
Group Reorganisations
Reliefs for Intra group transfers
CGT, Stamp Duty
Clawbacks
Withholding Taxes
Corporation Tax
Value Added Tax
Round Up
•
•
•
•
•
•
•
•
Reorganisation of Share Capital
Change of Ownership
Reconstructions
Amalgamations
Transfer of Undertakings
Share for Share
Share for Undertakings
Share Valuations
Round Up
•
•
•
•
•
•
•
•
Liquidations
Distributions
CGT and SD
Buying and selling a business
Share v Assets disposals
Vendor and Purchase perspectives
Pre sale restructuring
Deferred Consideration
Round Up
•
•
•
•
•
Due diligence
Legal Process for share transactions
Warranties and Indemnities
Disclosure Letter
Definitions and time limits