Emma Perez
Emma Perez's practice includes advising on a wide range of taxation issues relating to private mergers and acquisitions, company reorganisations and private equity transactions. In addition, Emma regularly advises on employment tax and employee benefits, and the drafting and implementation of a variety of equity-based employee incentive arrangements.
Representative experience:
- Acting for UK companies and private equity funds on the tax aspects of corporate acquisitions and disposals, as well as the tax efficient structuring of such transactions.
- Providing pre-sale tax planning for vendors of private companies.
- Acting for companies on the implementation and operation of employee share incentive schemes.
- Advising on the tax-efficient restructuring of corporate groups.
4 Contributions by Emma Perez
PRACTICE NOTES
Cross-border joint ventures: tax planning, funding structures, asset contributions, profit extraction, loss utilisation, withholding and transfer pricing, foreign exchange controls, employee considerations and exit taxation
With appreciation to other contributors from Squire Patton Boggs offices across its global network.
Cross-border JVs
There is no single, universal approach to structuring cross-border joint ventures (JVs) (ie where one or more JV participants are based outside the UK and intend to establish a JV outside the UK). The provisions of any contract must ultimately set out the parties’ commercial arrangement. However, many of the legal points highlighted in this and the related Practice Notes: Cross-border joint ventures—initial considerations, Cross-border joint ventures—management and control, and Cross-border joint ventures—termination may influence the choice of jurisdiction for the JV vehicle, as well as the commercial bargain itself, and should therefore be assessed as early as possible to give the JV the best chance of success. Even if a joint venture agreement (JVA) uses a familiar governing law, such as English law, creating a cross-border JV can produce unexpected and unfamiliar issues. Each issue is covered at a relatively high level, but definitive local legal advice should always be taken when entering into, or dealing with, matters in an unfamiliar jurisdiction.
Tax planning from the outset—high level issues
A...
Corporate
PRACTICE NOTES
Deferred and Contingent Consideration in UK Asset Sales: CGT (ascertainable/unascertainable), earn-outs, instalments, VAT/TOGC, SDLT/LBTT/LTT
Asset sale
In an asset sale, the purchaser chooses and acquires from the vendor only the assets and liabilities it intends to take on. At times, an asset sale involves disposing of a whole business (that is, all assets comprising, and used within, that undertaking) or a segment of a business, and at other times it is the transfer of a single asset or a bundle of assets...
Tax
PRACTICE NOTES
UK corporate asset sales: tax on trading stock, CGT and IFA assets, capital allowances/fixtures/SBA, VAT TOGC, deferred consideration, and SDLT/LBTT/LTT
The sale of a company's business can be structured as either:
a disposal of the business assets held by the current owner, including goodwill (an asset sale); or
a sale of shares where the business is operated through a company (a share sale)
The decision between an asset sale and a share sale is driven by tax and non-tax factors. See Practice Note: Share sale or asset sale—tax considerations for a summary of the differing tax advantages and disadvantages associated with each route. This Practice Note sets out the principal tax points for the sale of assets by a corporate seller to a corporate buyer, where both are within the charge to UK corporation tax.
Where a business is transferred, the asset purchase agreement typically includes specific contractual terms to ensure, so far as practicable, that the transaction is treated as a transfer of a business rather than merely a transfer of assets; see Precedent: Asset purchase agreement—pro-buyer—corporate seller—conditional—long form and the related drafting notes...
Tax
CHECKLISTS
UK asset sale tax due diligence checklist: key questions on trading stock, intangibles (IFA), capital allowances and fixtures, VAT/TOGC, and SDLT/LBTT/LTT
This Checklist offers a series of prompts that may help in assessing the tax consequences of an asset sale. It should be read together with Practice Note: Key tax considerations in an asset sale. For further detail on pre-contract enquiries, see also Practice Notes: Capital allowances on property sales—pre-contract enquiries and Commercial Property Standard Enquiries—CPSE (the CPSEs, compiled by members of the London Property Support Lawyers Group and endorsed by the British Property Federation, set out standard questions relevant to a sale of commercial real estate)...
Key tax considerations in an asset sale
General questions
What is the status of the parties: companies, individuals or other entities, for example a partnership, trust or charity?
Are there multiple sellers?
Are there multiple buyers?
Does the seller hold both legal and beneficial ownership of the assets?
On actual completion, will the buyer obtain legal and beneficial ownership of the assets?
Are the parties connected with one another for tax purposes?
If any party is a company, is that party within the charge to UK corporation tax?
If any party is an individual or another entity, is it within the UK tax net?...
Tax
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