Corporate Finance and Mergers & Acquisitions Taxation

The team has significant expertise in the tax aspects of a broad range of corporate transactions including: cross-border takeovers; holding and investment structures; group arrangements; private company acquisitions; management buyouts; joint ventures, and other strategic alliances. Our role starts with the planning, design and structuring of these transactions, runs through to the implementation and completion of them and, where necessary, continues with their subsequent operation.

We have been involved in a wide range of corporate private equity and group transactions including: management buyouts; reorganisations; refinancing; acquisitions, and joint ventures. In many cases we focus on the incentive and equity arrangements for the management and owner (see Employment Tax, Remuneration and Incentives) and debt arrangements to finance the acquisition and ongoing requirements of the business. These transactions will involve pre-sale reorganisations or post-closing restructurings but are all closely aligned to the client’s commercial needs.

We act for investment fund management teams and investee companies so we understand:

  • issues relevant to the private equity house; managements concerns and requirements; how to structure the deal; and
  • how to draft and tailor contractual protections.

Services

  • Private acquisitions and representing private capital. In particular, we look at the holding and investment structures (in many cases on a multi-jurisdictional basis), tax efficient financing arrangements and undertake the negotiation of the documents to deal with tax risks.
  • Non-transactional tax matters, in relation to the establishment of new business start-ups, spin outs or transfers of teams to form a new business, whether these include corporate entities, partnerships or other arrangements or are a mixture of more than one of these.
  • Overseas coordination. Where there is a significant overseas element in a transaction we can play a lead role in coordinating numerous advisers in several jurisdictions to achieve the optimal overall tax outcome given the commercial parameters.

Experience

  • Advising litigation funder Therium Capital Management Limited on a market-transforming £200 million private fundraising to invest in the costs of large-scale commercial litigation, group litigation and global arbitration.
  • Acting on the acquisition by the Intertain Group Limited of the Jackpotjoy, Starspins and Botemania bingo-led sites of Gamesys Limited for an initial consideration of c. £425.8 million.
  • Advising The Freehold Corporation Limited (FHC) in relation to a substantial equity and preferred equity investment from Columbia Freehold LP, a US investment fund.
  • Completing a management buy-out by the senior executive team of the specialist international telecoms recruiter Penta Consulting.
  • Acting on an acquisition between two large pharmaceutical companies in the region of £15 million, providing a base to focus on the registration marketing and distribution of medicinal products in the UK. 
  • Acting on the sale of Epigeum Limited, a spin out company from the AIM-listed arm of Imperial College which develops and distributes online academic courses to Oxford University Press
  • Acting for the management team of HCM Group (HCM), a contract catering business, in relation to the merger of HCM with CH&Co backed by MML Capital Partners. The deal value was £75m.

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