Taxation of Company Reorganisations, Sixth Edition is an essential reference source for tax advisers which 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.

Written by authors with more than fifty years' experience of dealing with clients from small owner-managed businesses to multinational corporate groups, this title includes guidance on the full range of corporate transactions and is applicable to a wide number of organisations. While there is comprehensive coverage of the technical and theoretical meaning of the legislation, the authors have also drawn on their vast practical experience, derived from many years of transaction-based work.

This Sixth Edition has been brought fully up to date with recent Finance Acts including FA 2019 and the proposals for FA 2020 that were published in July 2019. It has been reviewed for company and European law and has been updated in relation to the following:

- Changes to substantial shareholding exemptions in Finance (No. 2) Act 2017
- Changes to EIS, SEIS and VCT investment schemes in FA 2018
- The introduction of LBTT in Scotland and LTT in Wales
- Stamp duty changes proposed for FA 2020
- Enhanced material on the taxation of goodwill and loan relationships on a reorganisation

Cases updated since the last edition include:

- Gallaher Ltd v Revenue and Customs Commissioners [2019] UKFTT 207 (TC) (on application of s171 TCGA 1992)
- Hancock [2019] 1 WLR 3409 (Supreme Court decision)
- Trigg [2018] EWCA Civ 17 (Court of Appeal decision)

Table of Contents

Part 1: Fundamentals of corporation tax
Chapter 1: Corporation tax and chargeable gains
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: Demergers: legal background
Chapter 23: Liquidation distributions
Chapter 24: Exempt distributions
Chapter 25: ' Return of capital ' demergers
Chapter 26: EU cross-border demergers
Part 7: Branch incorporations
Chapter 27: Incorporation of non-UK branches
Chapter 28: EU branch incorporations

Product details

Published 01 Oct 2020
Format Paperback
Edition 6th
Extent 752
ISBN 9781526511492
Imprint Bloomsbury Professional
Dimensions 234 x 156 mm
Publisher Bloomsbury Publishing

About the contributors


Pete Miller

Pete Miller has nearly 32 years’ experience in tax…


George Hardy

George Hardy is a Financial Services Tax Partner o…


Fehzaan Ismail

Fehzaan is a Partner in EY’s International Tax and…


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