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The Tax Schedule: A Guide to Warranties and Indemnities 4th Edition

The Tax Schedule: A Guide to Warranties and Indemnities 4th Edition

Name: The Tax Schedule: A Guide to Warranties and Indemnities 4th Edition
Brand: Spiramus Press Ltd
SKU: 9781913507626
Price: 864.50 HKD
Availability: InStock
Author: Eile Gibson
ISBN: 9781913507626

By Eile Gibson

Spiramus Press Ltd October 2023

Specifications

ISBN-13: 9781913507626
Publisher: Spiramus Press Ltd
Publication: October 2023
Format: Paperback
Jurisdiction: U.K. ? Countri(es) for reference only

Also available as

Hardback

Details

The Tax Schedule explains the underlying rationale of the key provisions of the tax schedule, and provides updated model long-form and short-form warranties and tax indemnities.

The purpose of the book is to explain and simplify issues for tax advisors involved in transactions of buying and selling companies and business, enabling negotiations between tax advisors to keep sight of the commercial reality of the transaction (a sale by a willing seller to a willing buyer). The purpose of the tax schedule is to determine where responsibilities and risks will lie following the completion of the transaction, as well as to re-examine a number of so-called ‘market practices’.

The intended readership of the book is tax lawyers, tax accountants, corporate lawyers, corporate advisors and finance directors who are involved in the process of the sale of a company.

Preface to the fourth edition; Preface to the first edition; Acknowledgements; Online resources; Table of authorities; Glossary; 1.
THE TRANSACTIONAL PROCESS: 1.1 Background issues; 1.2 Pre-completion clearances; 1.3 Post-completion clearances; 1.4 Transactions and clearances with EU dimension; 1.5 Employee share scheme matters; 1.6 Buyer’s issues; 1.7 Seller’s issues; 1.8 Negotiating the tax schedule; 1.9 Completion issues; 1.10 Post-completion matters; 2.
DUE DILIGENCE: 2.1 Overview; 2.2 The buyer’s tax due diligence report; 2.3 The seller’s tax due diligence report; 2.4 The disclosure process; 2.5 Measuring the risk; 2.6 Due diligence in the purchase of a business; 2.7 Tax due diligence in the purchase of a company; 3.
WARRANTIES: 3.1 Overview; 3.2 Warranties in due diligence; 3.3 Disclosures against tax warranties62F; 3.4 Accounts, tax computations and payments; 3.5 Administration and tax compliance; 3.6 Advance corporation tax (ACT); 3.7 Anti-avoidance; 3.8 Associated companies; 3.9 Capital allowances; 3.10 Chargeable gains; 3.11 Clearances; 3.12 Close companies; 3.13 The construction industry scheme (CIS); 3.14 Controlled foreign companies (CFC); 3.15 Corporation tax; 3.16 Deferred tax; 3.17 Demergers and exempt distributions; 3.18 Disclosure of tax avoidance schemes (DOTAS)106F; 3.19 Distributions and dividends; 3.20 Dormant companies; 3.21 Employment-related tax issues; 3.22 Group issues; 3.23 Inheritance tax; 3.24 Insolvency issues; 3.25 Intellectual property; 3.26 Land and property issues; 3.27 Loan relationships; 3.28 National insurance contributions (NICs); 3.29 PAYE; 3.30 Penalties regime; 3.31 Research and development (R&D); 3.32 Residency issues; 3.33 Secondary tax liabilities; 3.34 Self-assessment; 3.35 Stamp taxes; 3.36 Transfer pricing and non-arm’s length transactions; 3.37 Value added tax and Customs & Excise; 3.38 Value shifting205F and depreciatory transactions206F; 4.
SALE AND PURCHASE OF A COMPANY: 4.1 Background issues; 4.2 Issues for the buyer; 4.3 Taxation issues for the seller; 4.4 Dealing with target’s pre-completion debts; 4.5 Accounts and completion accounts; 4.6 Structuring the consideration; 5.
SALE AND PURCHASE OF A BUSINESS: 5.1 General overview; 5.2 Commercial considerations; 5.3 Due diligence; 5.4 Tax issues; 5.5 VAT and transfers as a going concern (TOGC); 6.
SPECIAL SITUATIONS: 6.1 Insolvencies and administrations; 6.2 The locked box mechanism; 6.3 Public listings and offerings; 6.4 Partnerships; 7.
SHARE SCHEME ISSUES: 7.1 Overview; 7.2 Corporation tax relief – an important negotiating issue; 7.3 Tax issues arising in respect of share incentive schemes; 7.4 Roll-over options; 7.5 Takeover code issues; 7.6 Administrative and reporting requirements for HMRC-approved schemes; 7.7 Partly paid shares; 7.8 Disguised remuneration rules; 7.9 Employee shareholders and ESS; 8.
VENTURE CAPITAL SCHEMES: 8.1 The Enterprise investment scheme; 8.2 Seed enterprise investment scheme; 8.3 Venture capital trusts; 8.4 Social investment tax relief; 8.5 Corporate venturing scheme (CVS); 9.
GROUP ISSUES: 9.1 Chargeable gains groups; 9.2 Corporation tax groups; 9.3 Group payment arrangements; 9.4 Intangible assets; 9.5 Loan relationships; 9.6 Stamp duty; 9.7 Stamp duty land tax (SDLT); 9.8 Substantial shareholdings; 9.9 VAT groups; 10.
THE TAX SCHEDULE IN THE SALE AND PURCHASE OF A COMPANY: 10.1 Background issues; 10.2 Drafting principles; 10.3 Short form or long form tax schedule?; 10.4 Tax liabilities; 10.5 An accounts deal; 10.6 A completion accounts deal; 10.7 The seller’s indemnity; 10.8 Limitations; 10.9 De minimis and maximum caps; 10.10 Third party recovery; 10.11 Overprovisions; 10.12 Reliefs and savings; 10.13 Mitigation and/or shared pre-completion tax reliefs; 10.14 Buyer’s indemnity; 10.15 Conduct provisions; 10.16 Gross-up and withholdings; 10.17 Zim Properties; APPENDIX 1. LONG FORM TAX SCHEDULE; APPENDIX 2. SHORT FORM TAX SCHEDULE; APPENDIX 3. LONG FORM TAX WARRANTIES FOR THE SALE OF A COMPANY; APPENDIX 4. TAX WARRANTIES FOR THE SALE OF A BUSINESS; APPENDIX 5. HMRC INFORMATION & INSPECTION POWERS; APPENDIX 6. TIME LIMITS FOR ASSESSMENTS & CLAIMS AND RELATED MATTERS; APPENDIX 7. HMRC CLEARANCES; APPENDIX 8. OVERVIEW OF HMRC APPROVED EMPLOYEE INCENTIVE SCHEMES; 8.1. Approved Share Incentive Plans (“SIPs“); 8.2. Schedule 4 Company Share Option Plans (“CSOPs”); 8.3. Enterprise Management Incentives (EMIs); 8.4. Schedule 3 SAYE Option Schemes; APPENDIX 9. EIS OVERVIEW CHECKLIST; APPENDIX 10. SEIS OVERVIEW CHECKLIST; APPENDIX 11. VCT CHECKLIST; APPENDIX 12. PENALTIES AND ERRORS; APPENDIX 13. DOTAS LEGISLATION; APPENDIX 14. COMPANIES ACT 2006 –; PART 28, CHAPTER 3; APPENDIX 15. THE TAKEOVER CODE RULE 15; INDEX