Back to back transaction meaning

Use this Checklist when preparing a sub‑contract agreement for a main contractor, or prime contractor, that engages a sub‑contractor to fulfil particular obligations under the main or prime contract. It is appropriate when drafting a sub‑contract for a commercial transaction involving the supply of goods and services, or other generic commercial activities, but it is not intended for a construction sub‑contract, nor for sub‑contracting consultancy services. For an illustrative agreement suitable for a sub‑contract covering a commercial transaction for the supply of goods and services, or comparable generic commercial activities, see Precedent: Sub‑contract agreement. For a more detailed analysis of the legal and practical considerations when entering into a sub‑contract, or when granting permission to sub‑contract, see Practice Note: Subcontracting. Initial matters Verify that the parties named within the contract itself are correct, accurate throughout and complete...

UK Care No 1 Ltd v HMRC [2026] UKUT 90 (TCC) The appellant, UKC1, was a Guernsey-incorporated company. It served as the issuer of loan notes within a securitisation structure for the BUPA group. Those notes were placed at a discount and incurred transaction expenses. UKC1 recognised the obligation on an amortised cost basis. That accounting treatment reflected the discounted issue price and the associated fees borne at issue time. (CTA 2009, s 327 is inapplicable where fair value accounting is adopted.) In 2016—when BUPA intended to dispose of certain care homes included in the collateral package—BUPA acquired UKC1 and it became resident for UK tax. UKC1 subsequently bought back the loan notes. The terms for early repayment were set by a ‘Spens’ (or ‘make whole’) provision, which required payment of whichever was greater: the principal sum, or the present value of future cash flows, discounted by reference to a named gilt...

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See Q&A: If, under a Will, a gift of a property is made to three beneficiaries, and, between them, they agree that one beneficiary will buy out the remaining beneficiaries’ interests, who should be liable for the costs ultimately incurred arising from the transaction itself?...

There are several situations in which a company’s shares may change hands at times, the most frequent being a disposal of the shares by way of sale transactions. Other scenarios include a transfer arising on the creation or enforcement of security, or effected as a gift. It is likewise possible for a company to purchase its own shares, and for shares to be transmitted by operation of law (eg following the death or bankruptcy of a holder). This Practice Note concentrates on the standard steps required to implement a transfer of certificated shares on a sale that is not a buy-back transaction in practice. Certificated shares, uncertificated shares and their transfer Company shares may exist in certificated or uncertificated form. They are held in certificated form where the company has issued, or ought to have issued, a paper share certificate for the holding concerned. They are held in uncertificated form where the shares are recorded electronically; in that case the company need not, and will not, have issued...

If a company undertakes a share buyback itself, or via an intermediary acting as the company’s agent, the usual tax position for a UK-resident shareholder is that the transaction is regarded, for UK tax purposes at the time of repurchase, as both: a disposal of their shares for chargeable gains purposes, and the receipt of an income distribution Beyond that, the precise treatment differs slightly according to whether the shareholder is an individual or a corporate owner. For further detail on these differences, see Practice Notes: Tax consequences of share buybacks—main rules and Tax consequences of share buybacks—calculating the income capital split. However, special provisions can apply to repurchases by certain unquoted companies. These rules can prevent any of the consideration from being treated as a distribution in the hands of a particular UK-resident shareholder. Under those provisions, the whole sum received by that shareholder is treated as disposal proceeds for CGT/corporation tax on chargeable gains purposes. The comparative advantages of this—ie...

ARCHIVED: This archived Practice Note, which reviews the tax measures introduced by the government in response to the coronavirus pandemic and other tax steps of particular relevance, is not updated and is provided for background information only The government introduced a series of measures in response to the coronavirus (COVID-19) crisis, either specific to the UK tax regime or administered by HMRC. HMRC also published a business support finder tool to help businesses and the self-employed swiftly identify what financial assistance was available. See: Find coronavirus support for your business. For ease of use, this Practice Note is divided into: EMPLOYMENT SELF-EMPLOYMENT TRADING LOSSES VAT STAMP TAXES INTERNATIONAL TAXES MANAGEMENT AND LITIGATION INCENTIVISED INVESTMENT EMPLOYMENT Coronavirus job retention scheme (CJRS)—CLOSED The coronavirus job retention scheme (CJRS) offered support to employers with a UK payroll by way of a grant to help meet salary costs for ‘furloughed’ employees during the pandemic. The initial iteration...

This agreement is dated [ insert date ] (the Commencement Date) and is entered into between the parties set out below (each a ‘party’ and together the ‘parties’). Parties [ insert Assignor name ], a company incorporated in [ England and Wales ], registered number [ insert company number ], with its registered office at [ insert registered office ] (Assignor); and [ insert Assignee name ], a company incorporated in [ England and Wales ], registered number [ insert company number ], with its registered office at [ insert registered office ] (Assignee). Background [ The Assignor and the Assignee have entered into an agreement [ dated [ insert date ] ] for the sale of [ the [ insert name ] business and/or certain business Assets ] by the Assignor as seller to the Assignee as buyer OR [ insert other description of relevant transaction (referencing any relevant related agreements) ] ] (the Transaction). The Assignor...

Insert as new clauses 11.13 and 11.14 of Precedent: Asset purchase agreement—pro-buyer—corporate seller—conditional—long form: 11 Warranties 11.13 The Seller recognises that: Following Completion, the Buyer intends to transfer [ all OR some of ] the Assets (the Resale Transaction) to a Buyer’s Group member or a third party (the Resale Buyer); Under the Resale Transaction, the Resale Buyer will rely, among other things, on warranties from the Buyer (the Resale Warranties); and The Resale Warranties will mirror those in Schedule [ 12 OR [ insert number for warranties schedule ] ]. 11.14 The Seller agrees that: If the Buyer makes any Warranty Claim after a Resale Transaction, the Seller shall not challenge it due to the Buyer entering the Resale Transaction or giving the Resale Warranties, nor argue that the measure of damages or relief is affected or reduced as a result; and The Buyer may treat any loss or damage it suffers from...

8 Warranties 8.14 The Seller acknowledges that: following Completion, the Buyer plans to transfer [ all OR some of ] the Sale Shares (the Resale Transaction) to a member of the Buyer’s Group or a third party (the Resale Buyer); under the Resale Transaction, the Resale Buyer will, among other matters, rely on warranties given by the Buyer (the Resale Warranties); and the Resale Warranties will be in the same form as those in Schedule [ 4 OR [ insert number for warranties schedule ] ]. 8.15 The Seller agrees that: if, after a Resale Transaction, the Buyer makes a Warranty Claim, the Seller will not dispute it because the Buyer entered into the Resale Transaction or gave the Resale Warranties, nor argue that the measure of damages or the form of relief is affected or reduced as a result; and the Buyer may treat or attribute any loss or damage it suffers due to a claim...