Tax

Engagement is advisable before any material corporate event: entering a new market; any fundraising; when contemplating a corporate acquisition or sale; and when there are substantial changes to the business's IP, employment, or real estate strategy. Early assessment allows the legal and technical issues to be understood and the company's tax position to be optimised. In addition, businesses should seek advice when facing any enquiry from HMRC or another tax authority.

In private M&A deals, corporate tax solicitors assist with developing an optimal transaction structure to ensure their clients do not miss opportunities to achieve favourable tax outcomes. Early advice at heads of terms stage can be invaluable. As part of the diligence phase, tax input will be key to identify any red flags and appropriate solutions. Corporate tax lawyers are heavily involved in negotiating the transaction documents; allocating domestic and cross-border tax risk and ensuring appropriate value is attributed to any tax assets, such as losses or other reliefs. As part of evaluating appropriate strategies to deal with tax risk, tax lawyers are often involved in negotiating and coordinating the tax aspects of warranty and indemnity (W&I) insurance policies. As part of the transaction, corporate tax lawyers will also advise on the immediate tax consequences of the deal including stamp duties, transfer taxes and VAT recovery on deal fees. In addition, tax solicitors will play an important part in ensuring management teams are efficiently incentivised.

Yes. A significant proportion of Bristows' tax work has an international dimension. We are UK lawyers and advise on the UK tax aspects of cross-border transactions, the permanent establishment and withholding tax implications of international operations, and the structuring of group IP holding arrangements across multiple jurisdictions. We frequently work alongside our network of international law firms. We have particular experience advising US-headquartered clients entering the UK market and continental European technology and life sciences businesses.

Businesses should seek specialist venture capital legal advice early in the fundraising process - ideally before entering into term sheet negotiations. Understanding the tax profile of the company's target investors from the start allows tax lawyers to advise on available reliefs, for example if the business has UK angel investors it will be important to ensure that the business has properly evaluated its EIS and/or VCT qualifying status. Tax lawyers evaluate the tax risk in the business to ensure the protections sought by investors are proportionate and appropriate.

A corporate reorganisation involves restructuring the legal or operational structure of a business or group of companies. This can include demergers, the transfer of assets or subsidiaries between group entities, the simplification of holding structures or cross-border restructuring. Corporate reorganisations are often undertaken to streamline a group structure and potentially to achieve tax efficiency. On any reorganisation, it will be important to minimise tax leakage and achieve a tax neutral outcome to the extent possible. In a UK context, tax clearances are often obtained to confirm that a share-for-share exchange will not trigger any capital gains tax (CGT) or transactions in securities (TiS) consequences. Corporate tax lawyers will also advise on the availability of stamp tax reliefs and VAT transfer of a going concern (TOGC) treatment.