Jurisdiction(s):
United Kingdom

Related legal acts

Key definition

Holding company definition

What does Holding company mean? A holding company is a company that controls another company (its subsidiary) within a corporate group, also called a parent company. Whether a company is a holding company of another is defined by section 1159 of the Companies Act 2006. A company is a holding company if it holds a majority of the subsidiary’s voting rights; or is a member and has the right to appoint or remove a majority of its directors; or is a member and controls, alone under an agreement with other members (shareholders), a majority of the voting rights. Indirect control also qualifies where the other...

UK Employee Share Schemes on Interposing a New Holding Company: EMI, CSOP, SAYE, SIP, Rollover and Tax Considerations

Published by a LexisNexis Share Incentives expert

Practice notes

Why do companies have reorganisations?

Groups of companies carry out reorganisations for numerous and varied reasons. These steps will frequently have implications for existing share plans and other employee equity arrangements. In some instances, the consequences are commercial in nature. Examples include:

the reorganisation prompting early vesting, exercise and/or lapse of awards because the relevant provisions in the share plan rules on a change in control of the parent company, or on the participant’s employment ending, have been engaged; and
a requirement for awards over shares in the current parent to be swapped for awards over shares in a newly formed parent company.

In certain situations, if the right steps are not taken within a defined period, valuable tax advantages may ultimately be lost entirely.

Common types of reorganisation

The most frequent forms of reorganisation include the following:

placing a new group holding or parent entity above an existing company or group, often to enable an initial public offering (IPO) or fresh third‑party investment, without any immediate alteration to the group’s ultimate ownership; and
moving the business of one group company into another group company, frequently as a result of an acquisition or in...

To view the latest version of this document and thousands of others like it, sign-in with LexisNexis or register for a free trial.

Sara Cohen

Lewis Silkin LLP

Sara is a tax lawyer and has been specialising in the field of executive and employee incentives and equity acquisitions, in addition to general employment tax, for over 19 years.Sara’s practice includes a wide range of arrangements from bonuses and employee benefit trust arrangements to approved and unapproved equity-based incentive plans for both listed and private companies....

Web page updated on 22/05/2026

Popular documents

Using the Judicial College Guidelines to assess general damages in personal injury claims

When evaluating a general damages claim, the practitioner ought initially to refer to the Judicial College Guidelines (JCG)...

Tomlin orders in England and Wales: CPR guidance on drafting, confidentiality, approval, variation, enforcement, limitation, CCA issues, court-specific requirements, sample wording and precedents

This Practice Note This Practice Note reviews mechanisms used in settling litigation. A Tomlin order consists of a consent order paired with a schedule. It operates to stay proceedings on terms that have been agreed. The provisions contained in the schedule may remain confidential. This Practice Note describes the scope of confidentiality attaching to the schedule and sets out how it differs from a standard consent order. Sample wording for a Tomlin order is included, alongside links to precedents, as well as guidance on court approval. It also addresses varying, setting aside and enforcing a Tomlin order, including the considerations the court will take into account when handling applications for each. Further guidance is provided on interpreting and applying the relevant provisions of the CPR; however, some courts and divisions impose very specific requirements for both drafting and approval, and for approaching the schedule and confidentiality issues. Accordingly, you must consider the particular rules and court guide provisions in the forum where your claim is proceeding when drawing up the Tomlin order...

Precedent: Deed of Surrender of Lease with Optional Premium, Settlement and Release, Landlord, Mortgagee and Guarantor Consents, Reimbursement and HM Land Registry Provisions (England and Wales)

Date [ date ] Parties [ name of Landlord ] [ of OR incorporated in England and Wales (company registration number [ number ]) with its registered office at ] [ address ] (Landlord) [ name of Tenant ] [ of OR incorporated in England and Wales (company registration number [ number ]) with its registered office at ] [ address ] (Tenant) [ [ name of Guarantor ] [ of OR incorporated in England and Wales (company registration number [ number ]) with its registered office at ] [ address ] (Guarantor) ] [ [ name of Mortgagee ] [ of OR incorporated in England and Wales (company registration number [ number ]) with its registered office at ] [ address ] (Mortgagee) ] Definitions Within this Deed, the terms below shall be interpreted as follows: [ Annual Rent • the annual sum reserved under the Lease; ] [ Insurance Rent • the Tenant’s share of the Landlord’s costs of insuring the Property (as set out in the Lease); ] Lease • the lease of the Property dated [ date ], entered into between (1) [ the Landlord OR [ name ...

Precedent Statutory Declaration: Standard Wording under the Statutory Declarations Act 1835

I, [ name ], of [ address ], solemnly and sincerely state that: [ Matters to be verified, set out in numbered paragraphs ] I make this solemn statement in good conscience, believing it to be true, and pursuant to the provisions of the Statutory Declarations Act 1835. DECLARED at [ details ] this [ day ] day of [ month and year ] Before me ................................................................................ [ signature of the person before whom the declaration is made ] A [ commissioner for oaths OR [ solicitor OR [ insert other qualification ] ] authorised to administer oaths ]...