Our M&A tax lawyers work on a range of mergers, acquisitions, and reconstructions, providing tax advice on deal structuring and sale documentation. We do this by working closely with our corporate mergers and acquisition lawyers and private equity teams.

We have a unique and thorough understanding of structuring tax for M&A which means we are able to strategically align ourselves with our clients, their business and their transactional goals. We are particularly adept at providing practical guidance on tax-efficient acquisition structuring, the tax position of selling shareholders, structuring of private equity transactions and pre- and post-sale restructurings.

Our fully integrated approach allows us to deliver a consistent and cost-effective service to clients across a range of sectors in the UK and abroad.

Areas of focus

Our expertise in M&A tax includes the following:

  • Inward investment – branch, subsidiary hybrid etc.
  • Advising groups and their shareholders as to the optimal structures for operating and disposing of their activities.
  • Advice relating to the use of tax attributes by single and group companies.
  • Implications of intergroup transactions involving intangible fixed assets on subsequent disposals.
  • Substantial shareholding advice re disposals including presale hive downs.
  • Acquisition structuring.
  • Private equity transactions.
  • Pre- and post-sale restructurings.
  • Shareholder debt.
  • Tax covenants and warranties.
  • Deal related insurance.
  • Post deal warranty and covenant claims.

Advising the management team on the tax aspects of the sale of Oasis Healthcare, the UK's largest private dental chain, for £185 million.

Acting for the shareholders of International Process Technologies in connection with the disposal of companies within the IPT Group. Advise to the shareholders regarding the tax implications of the transactions together with negotiation of documents and the apportionment of tax risk in the transactions themselves.

Acting on the acquisition of Amberon Holdings Limited from individual shareholders. Considering the tax implications to the buyers of the transaction and dealing with all the tax indemnity and warranty provisions in the relevant contract.

Advising Battery Energy Storage Solutions on a variety of tax matters in association with transactions undertaken by BESS over recent years.

Acting for YTL Hotels on their acquisition of a number of hotels bought via property SPV’s. Earn out, price apportionment and VAT issues have been particularly complicated.

Acting for Virgin Active in connection with a number of transactions including the disposal of a variety of gym and health centres.

Acting for Terradata Inc investing via a UK subsidiary on the acquisition of shares of Big Data Partnership from a group of individuals in a private equity fund. The consideration comprises a mixture of cash shares, share options and loan notes, the tax implications of which were complicated.

Acting for Bord na Mona on the acquisition of White Moss Horticultural, when one of the largest green waste processing companies in the UK.

Meet the team
Ian Carnochan

Ian Carnochan Partner

  • Tax
  • Corporate Tax
  • Real Estate Tax

Hilary Barclay Partner

  • Tax
  • Mergers and Acquisitions Tax
  • Tax Advice for Companies and Shareholders 

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