B share scheme meaning

In this issue: Probate Court of Protection UK taxes for Private Client HMRC Manuals updates Tax avoidance, evasion and non-compliance Budgets and Finance Bills Contentious trusts and estates Pensions, insurance and tax-efficient investments International Question of the week Daily and weekly news alerts LexTalk®Private Client: a Lexis+® community New and updated content Dates for your diary Trackers Latest Q&As Useful information Private Client Highlights 2025/2026 Probate Court grants administrator liberty to distribute estate, but without determining disclaimer question (Lowe v Daniells) The Chancery Division considered a CPR 8 application issued by the administrator of Jean Phyllis Norman’s estate for directions on the residue. The defendant, identified as the residuary legatee in the Will, had for seven years failed to engage with the administration despite repeated approaches. The court had to decide whether to rule that, by her conduct, the defendant had renounced the residuary gift, or to...

Clipperton and another v HMRC [2024] EWCA Civ 180 Under an arrangement dubbed ‘Aikido’, the taxpayers’ company, WY, formed a subsidiary (WS) that created A shares and a single B share. WY transferred the B share into a trust, under which WY retained an ongoing interest, with a sum to be paid to charity, though the principal beneficiaries were the two shareholders. WY then subscribed for another WS A share at a hefty premium, and WS thereafter implemented a reduction of capital, generating distributable reserves. The result was that, when WS declared a substantial dividend on the B share, the shareholders then became entitled to virtually all of the proceeds. HMRC contended that, notwithstanding the elaborate steps through which WY’s profits moved, the funds amounted to a distribution by WY once they reached the shareholders. The taxpayers maintained that there was a settlement for which WY was the settlor. The distribution by...

Wilkinson and others v HMRC [2023] UKFTT 695 (TC). Mr and Mrs Wilkinson jointly held around 58% of the ordinary share capital in P Ltd. A sale was agreed whereby the BCA group would acquire P Ltd via an acquisition vehicle, TF1 Ltd, for £130m (the transaction), with the price satisfied through a mix of cash and loan notes issued by TF1 Ltd (the exchange). In the days immediately before the deal, they transferred a substantial number of P Ltd ordinary shares to their daughters. On completion, shareholders other than the daughters received cash and loan notes; the daughters instead took a different class of loan notes together with B ordinary shares in TF1 Ltd, and no cash. The daughters were also appointed as non-executive (and unpaid) directors of a company that was a 100% subsidiary of P Ltd. These steps were intended to ensure, under TCGA 1992, s 135, that the daughters did not face an immediate capital gains tax (CGT) charge on the gain from disposing of...

This Practice Note is about: the anti-avoidance rule in section 137 of the Taxation of Chargeable Gains Act 1992 (TCGA 1992), which: prevents a shareholder from obtaining relief under TCGA 1992, s 135, that is, where the shareholder exchanges shares or loan notes in company A for shares or loan notes issued by company B. For more detail on the relief available under TCGA 1992, s 135, see Practice Note: Share for share exchanges and qualifying corporate bonds (QCBs); and prevents a shareholder from obtaining relief under TCGA 1992, s 136, that is, where, as part of a scheme of reconstruction, the shareholder’s shares in company A are retained, cancelled or extinguished and company B issues shares or loan notes to the shareholder. For more detail on the relief available under TCGA 1992, s 136, see Practice Note: Tax reliefs for schemes of reconstruction; and the anti-avoidance rule in TCGA 1992, s 139, which stops...

Seed Enterprise Investment Scheme (SEIS) Mirroring the Enterprise Investment Scheme (EIS), SEIS seeks to boost funding for smaller, higher-risk trading companies by providing a suite of tax reliefs to individuals subscribing for newly issued shares in those businesses. The SEIS rules are tightly defined and require compliance across several areas, including: the overall arrangements, the nature of the shares issued, and the funds raised the individual investors the issuing company This Practice Note concentrates on the conditions governing the general arrangements, the characteristics of the shares, the purpose behind issuing the shares, and the amount and application of the monies raised. These requirements are explained by reference to the income tax relief contained in Part 5A of the Income Tax Act 2007 (ITA 2007). Capital gains tax (CGT) relief—whether via the disposal exemption or re-investment relief—applies only to shares that attract SEIS income tax relief, so the same conditions are equally relevant for CGT purposes. For information...

This Resource Note summarises the core provisions of Rule 21 of the City Code on Takeovers and Mergers (the Code). It covers the limits on an offeror taking frustrating action in connection with an offer, and the approach to inducement fees and other offer-related arrangements. Rule 21 also mandates that competing offerors are given equivalent information, and that the offeree’s independent directors receive all information supplied to external finance providers in a management buy-out. It signposts relevant materials, commentary and guidance from the Panel on Takeovers and Mergers (the Panel), alongside Lexis+® UK analysis and resources, to provide practical direction on the interpretation and application of Rule 21... Materials covered in this Resource Note include: Practice Statements issued by the Panel Executive (the body responsible for the day-to-day supervision and regulation of takeovers) (Executive), offering informal guidance on how the Executive typically interprets and applies the Code Panel Statements issued by the Panel (P/S) and Panel Instruments Public Consultation Papers (PCP) and Response Statements...

Unless stated otherwise, every item appears on the document list for both the offeror and the offeree. Mentions of the ‘Code’ denote the City Code on Takeovers and Mergers, and ‘CA 2006’ means the Companies Act 2006. A. Preliminary documents Index of documents — OfferEE/OFFEROR Scheme schedule — OfferEE/OFFEROR Parties list — OfferEE/OFFEROR Financial adviser’s client letter on confidentiality, etc — Rule 2.1(b) — FINANCIAL ADVISER Due diligence checklist — OFFEROR AND (IF APPROPRIATE) OFFEREE Application to inspect the offeree’s share register and register of interests, plus other details on the offeree’s share capital, shareholders and option holders, etc — CA 2006, ss 114 and 808; Note 3 on Rule 10.1 — OFFEROR Request for details about share interests — CA 2006, s 793 — OFFEREE/OFFEROR Request for information provided to a competing offeror (if appropriate) — Rule 21.3 — OFFEROR Note for directors on legal, Code and other duties — Rules 2.1(b) and 19.1 — OFFEROR/OFFEREE ...

This Deed is dated [ insert date ] Parties [ insert full name of Trustee ] incorporated and registered in [ insert place of incorporation of the Trustee ] with company number [ insert registered number ] whose registered office is at [ insert address of registered office ] as sole trustee of the [ insert name of the EBT ] Employee Benefit Trust (the Trustee ). [ Insert full name of company ] incorporated and registered in England and Wales under company number [ insert registered number ] whose registered office is at [ insert registered office address ] (the Lender ). Background (A) By a trust deed dated [ insert date of EBT trust deed ] (the Trust Deed), the Lender created the [ insert name of EBT ] Employee Benefit Trust (the EBT ). (B) The Lender is prepared to lend monies to the Trustee, in its capacity as trustee of the EBT, on the following terms....

Date [ date ] Parties [ name of Owner ] [ of OR incorporated in England and Wales (company registration number [ number ]) whose registered office is at ] [ address ] (Owner) [ name of Developer ] [ of OR incorporated in England and Wales (company registration number [ number ]) whose registered office is at ] [ address ] (Developer) 1 Definitions Adjudication Date – the day on which any adjudicator appointed under HGCRA 1996 to determine a dispute regarding an amount due to: (a) the Developer under this Agreement; or (b) the Building Contractor under the Building Contract; delivers their decision; [ Adverse Rights – any easement, covenant, right or other interest affecting the Property, the release, discharge or variation of which is reasonably required to assist the Works or the use and occupation of the Development; ] [ Adverse Rights Agreement – any document that gives legal effect to the release,...