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This checklist outlines the principal steps for an intra‑group reorganisation carried out by selling shares in an English‑incorporated company to another English‑incorporated company, and flags matters that may affect the company during the process. It also identifies potential issues that may arise for the company as a consequence of this approach. It is not comprehensive, as the specific issues and actions for a share‑sale reorganisation will vary between transactions. For an overview of the key points relevant to an intra‑group reorganisation by asset sale, see: Intra‑group reorganisation (by asset sale)─checklist. Considering a corporate reorganisation may call for specialist input across several disciplines. Please seek further guidance on the following areas where required: Property Employment Pensions Intellectual property Information technology Finance Tax For further information, see Practice Notes: IP and IT aspects of intra‑group reorganisations and Intra‑group reorganisations and pensions. Issue Guidance Determining the reorganisation structure and other preliminary considerations (general) Asset purchase or share purchase?...
This checklist outlines the principal ISDA documentary points that should be considered during a financing transaction. Term sheet stage If acting for a borrower and specialist hedging advisers are engaged, obtain their input on the term sheet. If acting for a borrower, confirm the total pricing of the deal is clear (covering both the loan and the hedge). A borrower may pick a lender for a low loan margin, only to find that the swap credit spread from the same lender renders the overall economics less appealing than those from another lender. Are the loan and hedging set on an IBOR basis (eg EURIBOR) or on a risk free rate (eg SONIA or SOFR)? Does the lender require a zero floor in its loan? If acting for a borrower, ensure the borrower understands the consequences of any mismatch between this and the hedging documentation. ...
Issue Guidance This Checklist sets out a concise overview of the principal actions for moving assets within a group from one English-incorporated company to another, and flags particular matters that may affect the company during the process. It is not comprehensive, as the considerations and sequence of steps for an asset-based reorganisation will differ between transactions. For an outline of the main points where a reorganisation is carried out by selling shares, see: Intra-group reorganisation (by share sale)─checklist... Determining the intra-group reorganisation structure and other preliminary considerations (general) Early planning should address whether the reorganisation proceeds by way of an asset transfer or a share deal. For guidance on preparatory work and choosing between an asset or share route, refer to: Intra-group reorganisation—common issues—flowchart and Practice Notes: Common issues in an intra-group reorganisation, Asset sales and tax—overview... Specialist input Corporate reorganisation planning may necessitate targeted advice across relevant disciplines. Please consider seeking further guidance in the following areas: Property Employment ...
In this issue: Budgets and Finance Bills VAT Taxes management and litigation Individuals and income tax International Employment taxes Real estate tax LexTalk®Tax: a Lexis®Nexis community Daily and weekly news alerts Dates for your diary Trackers New and updated content Useful information Budgets and Finance Bills Finance Bill 2026 completes House of Commons committee stage On 3 February 2026, the Public Bill Committee concluded scrutiny of Finance Bill 2026 after just six of the scheduled 14 sittings. The Bill has been reissued to fold in government amendments cleared in committee, bringing the Commons committee phase to a close. The revised Bill will proceed to report stage in the Commons—date to follow—which is Parliament’s last chance to make substantive changes. The Commons recess runs from 13 to 20 February, with business resuming on 23 February. See: LNB News 04/02/2026 19 and Tax—Finance Bill 2026 tracker—progress through Parliament. National Insurance Contributions...
Eurocent (Buckingham) Ltd v HMRC [2025] UKFTT 1253 (TC) The appellant purchased a row of tenanted retail units in Buckingham and aimed to reclaim input tax arising from that acquisition. Its VAT registration took effect on 3 October 2022 and, on the first VAT return for the period ending 31 January 2023, it sought a repayment of input tax that included VAT charged on two invoices issued by third parties. HMRC commenced a repayment verification and disallowed £50,960 of input tax, arguing that the two invoices were invalid because they did not satisfy the content requirements prescribed by the VAT Regulations 1995, SI 1995/2518, reg 14. HMRC further declined to exercise its discretion to accept alternative evidence under VAT Regulations 1995, SI 1995/2518, reg 29...
In this issue: Budgets and Finance Bills Taxes management and litigation Business structures Anti-avoidance Employment taxes Devolution International Individuals and income tax Daily and weekly news alerts New and updated content Dates for your diary Trackers Useful information Budgets and Finance Bills National Insurance Contributions (Employer Pensions Contributions) Bill in the House of Lords The National Insurance Contributions (Employer Pensions Contributions) Bill has passed through the House of Commons and is now being scrutinised by the House of Lords. See: LNB News 23/01/2026 8. Further changes to Finance Bill 2026; Public Bill Committee timetable On 23 January 2026, the UK government introduced additional amendments to Finance Bill 2026 (FB 2026) for the Public Bill Committee to examine: clause 13 (enterprise management incentives) and clause 225 (tax adviser registration). The Committee has also released its schedule, with proceedings due to conclude no later than 26 February 2026. See: Tax—Finance...
As further explained in Practice Note: What is VAT?, ordinarily In typical circumstances: the purchaser pays the supplier an amount matching the VAT due on the supply, in accordance with the agreement between them; and the supplier, in turn, is required to account for that VAT to HMRC. The UK reverse charge is a mechanism that shifts the duty to account for VAT to HMRC away from the supplier and onto the recipient, effectively reversing the obligation...
Why is the exemption for financial services important? VAT is a significant concern for firms in the financial sector, as supplying certain categories of financial services to customers belonging in the UK is exempt from UK VAT. This matters because: businesses will not levy VAT on services within the exemption; and such businesses cannot recover input VAT on supplies they receive while making an onward exempt supply The intermediary exemption for financial services Financial services supplies often involve other businesses serving as intermediaries between the parties requesting and delivering the services. Further parties may participate in a financial services transaction, for example by offering specialist advice or helping to ensure the deal proceeds. These services are VAT-exempt where the supplier: operates in an intermediary capacity provides intermediary services in relation to certain specified financial services transactions (whether or not the transaction ultimately concludes) Throughout this Practice Note, this is termed the ‘intermediary services...
FORTHCOMING CHANGE relating to the tax treatment of carried interest: After a call for evidence on the taxation of carried interest conducted over summer 2024, the Autumn Budget 2024 formally confirmed plans to bring in a redesigned regime for carried interest from 6 April 2026, positioned within the income tax system and accompanied by tailored provisions to reflect the reward’s distinctive attributes. A consultation then explored possible new qualifying criteria for entry to the regime, and the government published its response in June 2025. Draft legislation setting out the new carried interest rules was released on 21 July 2025, intended for inclusion in Finance Bill 2026. The regime is to apply to carried interest arising on or after 6 April 2026. These measures were reaffirmed at the 26 November 2025 Budget, which also noted that revisions had been made to the draft legislation following stakeholder input. In the meantime, ahead of commencement of the new framework, the capital gains tax rate applicable to carried interest was increased to 32%...