Full Description
Now in its 7th Edition, Miller, Hardy and Ismail on Company Reorganisations (previously Taxation of Company Reorganisations), is an essential reference source for tax advisers that covers the basic rules of corporation tax and capital gains, reorganisations, share exchanges and other deemed reorganisations, reconstructions, mergers, demergers and branch incorporations, as well as cross-border transactions.
A variety of topics are discussed, 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 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. There is also a new Chapter on the multinational top-up tax and domestic top-up tax provisions as these apply to reorganisations.
A number of important new cases are also analysed, 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), 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
Pete Miller is the Head of Corporate Tax at Jerroms Miller, a specialist tax advisory formed by the merger of the corporate transaction tax team of Jerroms and The Miller Partnership (which Pete founded in 2011).
George Hardy is a retired partner of Ernst & Young, where he specialized in financial services. He is now researching a book on the philosophical foundations of AI .
Fehzaan Ismail is a Partner in EY's International Tax and Transaction Services team and advises clients in the Financial Services sectors.
Contents
Part 1: Fundamentals of corporation tax
Chapter 1: Corporation tax
Chapter 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: Conversions of securities
Part 3: Deemed reorganisations
Chapter 8: Share-for-share exchanges
Chapter 9: Exchanges involving qualifying corporate bonds
Chapter 10: Earn-outs
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: Liquidation distributions
Chapter 23: Exempt distributions
Chapter 24: 'Return of capital' demergers
Chapter 25: EU cross-border demergers
Part 7: Branch incorporations
Chapter 26: Incorporation of non-UK branches
Chapter 27: EU branch incorporations
Chapter 28: Pillar Two
