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  UKFTT 207 (TC) (on application of s171 TCGA 1992) - Hancock  1 WLR 3409 (Supreme Court decision) - Trigg  EWCA Civ 17 (Court of Appeal decision)
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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