Overview

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 acquisitions 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 or subsidiary.
  • 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.
  • Opco Propco structures.
  • Acquisition structuring.
  • Private equity transactions.
  • Pre- and post-sale restructurings.
  • Shareholder debt.
  • Tax covenants and warranties.
Experience

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

Advising ECI Partners LLP on its acquisition of Wireless Logic Limited for £35 million.

Advising the shareholders of Snow & Rock Sports Limited on the structure of the sale of the company to an acquisition vehicle backed by LGV Capital, including pre-sale planning to minimise capital gains tax.

Advising the shareholders on the sale of BSI Holdings Limited for a cash sum plus an amount dependent on the corporation tax deduction received by the company in respect of a bonus scheme.

Advising on tax issues in connection with the £70 million sale of the international gas and chemical group A-Gas.

Tax advice relating to the sale of the AUB UK Student Accommodation Fund to Unite for £270 million.

Advice to the company and its shareholders on the disposal of Sofa Brands International Limited to Promethean Investments.

Advice to the owners of Kaisen Consulting on the sale of its business to Deloitte.

Advising a listed company on the acquisition of a company for an upfront cash payment and potentially substantial earn-out consideration, including applying for HMRC clearance in respect of the tax treatment of the earn-out.

Meet the team
Nigel Popplewell

Nigel Popplewell Partner

  • Corporate Tax
  • Tax
  • Real Estate Tax
Ian Carnochan

Ian Carnochan Legal Director

  • Mergers and Acquisitions Tax
  • Finance and Insolvency Tax
  • Real Estate Tax