Full Description
Miller and Hardy on Company Reorganisations (previously Taxation of Company Reorganisations) is one of the leading commentaries in the UK on dealing with all aspects of reorganising and restructuring a company.
Readers will benefit from the practical expertise of the authors, led by Pete Miller of Jerroms Miller and George Hardy and Fehzaan Ismail both of Ernst and Young, gained in the course of over 50 years of practical experience dealing with corporate tax transactions for clients all sizes.
The book contains expert guidance on a variety of topics, from the reduction of capital rules, and interaction with substantial shareholding exemption, to qualifying corporate bonds (QCBs), reconstruction reliefs, and UK and cross-border mergers. The commentary includes analysis of key cases and is supported by a series of easy to follow diagrams and flowcharts to support key points.
The new edition brings the commentary up to date with recent Finance Acts including new provisions relating to share exchanges involving non-UK incorporated close companies introduced in Finance (No.2) Act 2023 ; and relevant new guidance from HMRC including the unallowable purpose rules.
A number of important new cases are also discussed, including the following:
- Euromoney Institutional Investor PLC (FT): Anti-avoidance on exchange of shares
- Gallaher (various including UT and CJEU): intra-group transactions and EU law
- Kavanagh (FT): Holding shares on trust
- Blackrock (UTT): deductability of interest on a intra-group loan
- Oxford Instruments (FTT), and Kwik Fit Group Ltd (UT): unallowable purpose test
- Altrad Services (UT): disclosed avoidance scheme
- M Group Holdings (FTT): substantial shareholding exemptions
Contents
Part 1: Fundamentals of Corporation Tax
Chapter 1 - Corporation tax and chargeable gains
Chapters 2 - Stamp Taxes
Chapter 3 - Value Added Tax
Chapter 4 - EU legislation
Part 2: Reorganisations
Chapter 5 - Introduction to reorganisations
Chapter 6 - Reorganisations of share capital
Chapter 7 - Conversion of securities
Part 3: Deemed reorganisations
Chapter 8 - Share-for-share exchanges
Chapter 9 - Exchanges involving qualifying corporate bonds
Chapter 10 - Earn-out
Chapter 11 - Interaction with substantial shareholding exemption
Chapter 12 - Interactions with other legislation
Chapter 13 - Reorganisations : Anti-avoidance and clearances
Chapter 14 - Clearances
Part 4: Reconstructions
Chapter 15 - Introduction to reconstructions
Chapter 16 - Definition of 'reconstruction'
Chapter 17 - Company compromises or arrangements
Chapter 18 - The UK reconstruction reliefs
Part 5 Mergers
Chapter 19 - UK company mergers
Chapter 20 - Cross-border mergers
Part 6: Demergers
Chapter 21 - Introduction to demergers
Chapter 22 - Demergers: legal background
Chapter 23 - Liquidation distributions
Chapter 24 - Exempt distributions
Chapter 25 - "Return of capital" demergers
Chapter 26 - EU cross-border mergers
Part 7: Branch incorporations
Chapter 27 - Incorporation of non-UK branches
Chapter 28 - EU branch incorporations
