| 1 | Disguised remuneration tax legislation (rewards from third ... The Finance Act 2011 introduced anti-avoidance legislation (Part 7A of the Income Tax (Earnings and Pensions) Act 2003) to counter the use of employee benefit trusts and other intermediaries to reward employees (or their family members) in a way that avoids income tax or NICs. HMRC referred originally to these arrangements as disguised remuneration (and this phrase is now widely used, but it is not in the legislation). Part 7A applies from 6 April 2011 and has the potential to tax many arrangements in addition to the targeted avoidance schemes. This note provides an overview of Part 7A. | Practice note: overview | Maintained |
| 2 | Employees: international acquisitions Overview of key employment issues to consider in any acquisition between two employers in a cross-border context, from conducting an employment due diligence, rolling out the workers' information and consultation process, drafting the acquisition documents in consideration of the employment-related issues through closing and possible post-acquisition restructuring. Country-specific Q&A chapters (updated periodically) provide practical information for Australia, Canada, China, France, Germany, Hong Kong, Italy, Mexico, The Netherlands, Russian Federation, Singapore, South Korea, UK and US (New York). | Practice note: overview | 30-Apr-2013 |
| 3 | Pensions Act 2008: key points A quick guide to the Pensions Act 2008, which received Royal Assent on 26 November 2008. As well as introducing the legal framework for the auto-enrolment regime that started being implemented on 1 October 2012, the Act widened the Pensions Regulator's powers and made several further changes to pensions law. | Practice note: overview | Maintained |
| 4 | Substantial shareholding exemption: overview This note is an overview of the reliefs available and the main conditions that need to be satisfied under the substantial shareholding exemption provisions. | Practice note: overview | Maintained |
| 5 | Tax clearances: general This note discusses the current UK rulings system and practical issues relating to clearances. It also links to several other practice notes that provide guidance on clearances in specific situations. | Practice note: overview | Maintained |
| 6 | Completion accounts: acquisitions This note considers the preparation of completion accounts in a share or asset purchase transaction, where provision is made for the purchase price to be varied by reference to the assets or profits (or some component of them) actually taken over by the buyer, or more rarely to demonstrate compliance or otherwise with a particular warranty. | Practice notes | Maintained |
| 7 | Confidentiality: acquisitions Confidentiality agreements (also known as non-disclosure agreements) are usually signed during the early stages of the acquisition process and seek to ensure that confidential information disclosed (normally by the seller) during the negotiations remains confidential and is not used other than for the purpose disclosed. This note explains why a written confidentiality agreement is considered to be necessary and considers common provisions of the confidentiality agreement and the enforcement of confidentiality obligations. | Practice notes | Maintained |
| 8 | CRC Energy Efficiency Scheme: impact of changes to a ... This practice note explains the impact of changes to the structure of a private sector organisation under the CRC Energy Efficiency Scheme (CRC). | Practice notes | Maintained |
| 9 | CRC Energy Efficiency Scheme: share purchases This practice note explains what issues should be considered in a share purchase in relation to the CRC Energy Efficiency Scheme (CRC). This note considers issues at all stages of a transaction, from the due diligence stage to post-completion matters. | Practice notes | Maintained |
| 10 | Data protection issues on commercial transactions This note considers how UK data protection legislation affects commercial transactions and, in particular, data relating to employees. | Practice notes | Maintained |
| 11 | Direct taxes This practice note gives an overview of direct taxes in the UK tax regime. It covers income tax, corporation tax and capital gains tax. It discusses the principles of calculation, rates, payment and compliance, and reliefs (such as capital allowances and research and development (R&D) relief). | Practice notes | Maintained |
| 12 | Disclosure: acquisitions This note discusses the function of the disclosure letter and the practical aspects of the seller's disclosure exercise in share and asset purchase transactions. | Practice notes | Maintained |
| 13 | Due diligence and post-completion integration: acquisitions This note considers the purpose, scope and practical aspects of a due diligence investigation and post-completion integration on an acquisition. | Practice notes | Maintained |
| 14 | Employee due diligence issues on transactions A note considering the key employment-related due diligence issues for a prospective buyer in a UK share or asset sale. | Practice notes | Maintained |
| 15 | Employment: share purchases This note considers the employment issues which arise on the sale of a company. | Practice notes | Maintained |
| 16 | Engagement letters Engagement letters are used by accountants, investment banks and other advisers to limit their liability when giving advice. This note deals with the issues that arise when limiting liability and summarises the provisions most commonly found in engagement letters. | Practice notes | Maintained |
| 17 | Financial assistance This note considers the rules under the Companies Act 2006, from 1 October 2009, that prohibit a public company from giving financial assistance for the purpose of the acquisition of its shares or those of a parent company, and a private company from giving financial assistance for the purpose of the acquisition of shares of a public parent company. For details of the pre-1 October 2009 position under the Companies Act 1985, see Practice note, Financial assistance: pre-1 October 2009. | Practice notes | Maintained |
| 18 | Financial assistance: Companies Act 2006 A note outlining the changes to the law on the financial assistance under the Companies Act 2006. For more detailed information and analysis, see Practice note, Financial assistance: 1 October 2009. The prohibition on financial assistance by private companies for the acquisition of shares in themselves or other private companies (including the whitewash procedure) was repealed from 1 October 2008. Chapter 2 of Part 18 of the 2006 Act (financial assistance for purchase of own shares) preserves the financial prohibition for public companies and has been in force since 1 October 2009. | Practice notes | Maintained |
| 19 | Groups of companies: tax Tax legislation gives special tax treatment to certain transactions between group company members, such as group and consortium relief and relief for chargeable gains groups. This note considers that treatment. The stamp duty, stamp duty land tax and value added tax position of group companies is also considered. | Practice notes | Maintained |
| 20 | Intellectual property: share purchases How to deal with intellectual property rights on a share purchase or other acquisition. | Practice notes | Maintained |
| 21 | Not ordinarily resident employees: UK taxation of share ... This practice note deals with aspects of the UK tax treatment of employment-related securities and securities options acquired after 5 April 2008 by employees and directors who are UK resident, but not ordinarily resident (R/NOR). It also deals briefly with those who are UK resident and ordinarily resident (R/OR), but not domiciled in the UK. | Practice notes | Maintained |
| 22 | Stamp duty This note considers the practical impact of stamp duty on commercial transactions. NOTE: This resource is being reviewed in light of the 2013 Budget. For more information, see Legal update, 2013 Budget: key business tax announcements. | Practice notes | Maintained |
| 23 | Stamp duty practice notes | Practice notes | Maintained |
| 24 | Stamp duty reserve tax This practice note considers the practical impact of stamp duty reserve tax in the context of commercial transactions. NOTE: This resource is being reviewed in light of the 2013 Budget. For more information, see Legal update, 2013 Budget: key business tax announcements. | Practice notes | Maintained |
| 25 | Stamp duty: reliefs This note considers the various reliefs and exemptions from stamp duty available in a commercial context. NOTE: This resource is being reviewed in light of the 2013 Budget. For more information, see Legal update, 2013 Budget: key business tax announcements. | Practice notes | Maintained |
| 26 | Stock transfer form This practice note explains when a stock transfer form is required, and provides details on how to complete the form. For a stock transfer form that can be edited and saved to your desktop, please see Standard document, Stock transfer form. | Practice notes | Maintained |
| 27 | Substantial shareholding exemption A note on the substantial shareholding exemption which exempts companies from corporation tax on a gain made on the disposal of a substantial shareholding in another company. | Practice notes | Maintained |
| 28 | Tax on chargeable gains: general principles This note is a general summary of the UK rules applying to the taxation of chargeable gains. It describes what chargeable gains are, what assets are affected, when disposals arise, the way in which gains are calculated and the manner in which they are taxed, exceptions from taxation, anti-avoidance rules and how allowable losses may be used. This note is intended as a general overview, so you should be aware that the tax treatment in a particular case may differ from the general position described in this note. | Practice notes | Maintained |
| 29 | Warranties and indemnities: acquisitions This note considers the use of warranties and indemnities in acquisition agreements. | Practice notes | Maintained |
| 30 | Warranty and indemnity insurance A consideration of the key features of warranty and indemnity insurance for buyers and sellers in private acquisitions. | Practice notes | Maintained |