Tax

Our team is well placed to work with clients when they are seeking to make a decision in choosing the form of entity they use. We provide the crucial tax advice surrounding these decisions and regularly advise organisation on whether or not to incorporate, joint venture/partnership structures, and on the use of limited liability partnerships. We also advise clients on how best to structure the provisions of the funding for the business. 

• Advised a HNW Middle Eastern individual who was investing in UK property for the first time on UK tax and structuring advice – incorporating a UK property company and managing the real estate transactions. 
• Advised an ultra-high-net-worth billionaire Dutch client and his advisers in relation to his worldwide affairs and structures including tax planning, running his trust/corporate structures, purchasing high-end residential property, purchasing and holding a very high value art collection, and investment in his family business.  
• Advised an ultra-high-net-worth Russian family on the creation of an asset protection structure to hold the principal’s shares in a high-value Russian business in trust for his family.
• Advised a German executor in relation to a high-value and contentious complex cross-border estate with assets and beneficiaries in Germany, Luxembourg and the UK.  
• Advised an ultra-high-net-worth Swiss family in relation to their worldwide affairs, specifically advising on and selling their minority interests in a multinational retail company held through various offshore corporate and discretionary trust structures.  
• Provided BC Partners’ VetPartners Group with corporate mergers and acquisitions tax advice on their divestment of certain businesses necessary to comply with undertakings given to the CMA.  
• De-enveloped a structure holding UK residential property in a BVI company. Provided the UK tax advice, filed the ATED and CGT returns, and arranged for the liquidation of the company and transfer of the property into the personal names of the beneficial owners.  
• Advised on tax law matters, including corporate acquisitions, transactions, and tax-efficient structures for the acquisition of the technology of Sequeestor Limited, a cross-border acquisition by a NASDAQ company of the intellectual property rights of a UK-based global provider of video analytics technology.   

Working hand in hand with our client and colleagues dealing with the acquisition or disposal of the company, we ensure that the way in which the transaction is implemented reflects the strategic tax advice that we provide and deals with negotiation of tax indemnities and warranties. 

• Provided Averna Capital with corporate mergers and acquisitions tax advice on their primary buy-out of Study International Group.  
• Provided BC Partners’ VetPartners Group with corporate mergers and acquisitions tax advice on their divestment of certain businesses necessary to comply with undertakings given to the CMA.   
• Provided PAI Partners’ Compleat Food Group with corporate mergers and acquisitions tax advice on their acquisition of Wright’s Pies.   
• Provided EDP Renewables with corporate mergers and acquisitions tax advice on their €800 million pan-European windfarm sale.   
• Provided ASX-listed Iress with corporate mergers and acquisitions tax advice on their acquisition of market data provider QuantHouse.   
• Acted for China National Petroleum on the tax aspects of the acquisition of various target oil production companies in Syria, Russia, Kazakhstan and Africa.  
• Advised on Tax law matters, including corporate acquisitions, transactions and tax efficient structures for a global provider of AI-based edge video analytics, IoT technologies, and cybersecurity, in an acquisition of a global provider of video analytics technology, and supported the notification of the deal under the NSI Act.  

We understand that though inevitable, change is always difficult to handle. We regularly guide clients through the tax implications and efficiency when undergoing a business restructuring. Our experience varies from advising on a relatively simple arrangement, such as the introduction of a new holding company / group structure, or on a more elaborate restructuring, sometimes to split an existing group between two groups of shareholders or to split a group up so that different areas of business can operate independently. In each case we provide the relevant tax advice, secure any necessary tax clearances from HMRC, and oversee implementation of the restructuring to ensure consistency with the advice. 

• Demerger of large NI-based retail business to separate NI and Scottish activities into distinct corporate groups.  
• Pre-sale restructuring and eventual sale of manufacturer ultimately owned by offshore trust, including EMI and part-paid share scheme planning.  
• Internal restructuring of large demolition and construction group.   
• Advised the subsidiary of a major Russian oil group on a revised corporate structure involving the use of Spanish holding companies.  

We regularly advise international businesses looking to expand into the UK or to use the UK as part of its structure, and provide them with advice on the appropriate business structure (e.g. branch or subsidiary), group financing and capitalisation arrangements, profit repatriation issues, avoiding double taxation liabilities and withholding tax problems, employment tax issues, and value added tax issues. 

• Advised an ultra-high-net-worth Swedish businessman in relation to a multimillion-pound proposed investment in a UK oil prospecting group in a tax-efficient manner.  
• Advised US interests on the sale of interests in a North Sea oil field situated on the UK Continental Shelf.  
• Advised a US-based electronic games provider on the implications of the new digital services tax in the UK.   
• Advised an ultra-high-net-worth Swiss family in relation to their worldwide affairs, specifically advising on and selling their minority interests in a multinational retail company held through various offshore corporate and discretionary trust structures.  
• Advised an offshore company on corporate tax implications of acquisition, holding and potential future disposal of a substantial real estate development in London.   
• Provided corporate tax advice for Malta’s most prominent cancer charity in respect of a property acquisition in London.  
• Provided corporate tax advice to a billionaire owner of a US technology firm on the acquisition of £20m+ flat in central London and how to structure this ownership of this property from a UK tax perspective.  
• Advised Rambler Media Group of Russia (an ISP group) on the tax aspects of its IPO in the UK.  
• Advised a French investor regarding the tax implications of an investment into forestry in the Scottish Highlands.   
• Advised a major US high-frequency trader regarding UK and EU tax implications and specifically with regard to the scope of the UK’s diverted profits tax.   
• Advised Bank of Georgia on various matters prior to its IPO on the London Stock Exchange including the establishment of an employee remuneration trust in Jersey.   
• Advised VTB Bank on the tax implications of a project to refurbish the Russian Embassy in London.  

Our team understands the tax benefits of enterprise and seed enterprise investment schemes and venture capital trusts. We regularly support numerous startup and early–stage businesses to secure tax–efficient funding through these schemes; to secure preinvestment approval of HMRC as to SEIS and EIS status; and to deal with post–investment enquiries made by HMRC. 

• Pre-sale restructuring and eventual sale of manufacturer ultimately owned by offshore trust, including EMI and part-paid share scheme planning.  
• Established a “B share” scheme and EMI (enterprise management incentives) plan for a Goldman Sachs spin-out client.  
• Filed capital gains tax returns for an international property investor on their gift of eight UK properties.  

Our extensive expertise in advising on equity incentives and ownership structures for key managers, including advice to management teams in private equity–backed transactions, is second to none. We also provide advice on carried interest structures. We navigate our clients through the complex “employment related securities” rules to find the optimum means of providing equity participation for management. 

• Designed a growth-share long-term incentive arrangement for a multi-jurisdictional software business.   
• Provided KPMG’s UK restructuring division spin-out, Interpath, with tax advice on their management incentive plans.    
• Implementation of CSOP scheme for manufacturer of heavy plant.    
• Pre-sale restructuring and eventual sale of manufacturer ultimately owned by offshore trust, including EMI and part-paid share scheme planning.    
• Designed a “Euros at Work” management incentive plan for Asterion Industrial Partners.    
• Advised Penta Capital on their UK private equity fund incentive arrangements.    
• Established a “B share” scheme and EMI (enterprise management incentives) plan for a Goldman Sachs spin-out client.    
• Advised an ASX-listed client on their UK share offer under a global restricted share and employee share option plan.    

Our experts understand that successful CGT often depends not just on the structuring of an exit but also on managing the tax position when the shares are first acquired. We provide advice when shares are originally acquired with the aim of securing tax efficiency for any future exit. We also advise on the structuring of the exit, to include advice on specific issues involved with payment of deferred consideration and use of loan notes and structuring earnouts. 

• Advised an ultra-high-net-worth Swiss family in relation to their worldwide affairs, specifically advising on and selling their minority interests in a multinational retail company held through various offshore corporate and discretionary trust structures.   
• Successfully claimed sovereign immunity on a very high-value residential property portfolio, saving the client tens of millions of pounds in tax.    
• De-enveloped a structure holding UK residential property in a BVI company. Provided the UK tax advice, filed the ATED and CGT returns, and arranged for the liquidation of the company and transfer of the property into the personal names of the beneficial owners.   
• Filed capital gains tax returns for an international property investor on their gift of eight UK properties.   
• Advised National Grid on disposal (for over £30m) by way of TOGC to a major developer for the residential development of a major site at Southall and on proposed acquisitions of multiple land interests in connection with a major project.   
• Advised an offshore company on corporate tax implications of acquisition, holding and potential future disposal of a substantial real estate development in London.    

Our experts are regularly called upon to advise clients on the UK tax issues associated with cross–border corporate transactions or with commercial projects which have an international dimension and we regularly assist with the identification of potential issues in other countries and project–manage the provision of tax advice from advisers in those countries. 

• Advised an ultra-high-net-worth Swedish businessman in relation to a multimillion-pound proposed investment in a UK oil prospecting group in a tax-efficient manner.   
• Advised an ultra-high-net-worth Swiss family in relation to their worldwide affairs, specifically advising on and selling their minority interests in a multinational retail company held through various offshore corporate and discretionary trust structures.   
• Provided a global power company with cross-border tax structuring advice regarding their different groups redomiciling in or leaving the UK.   
• Advised a UAE-based family on the tax structuring of their investments in UK real estate.   
• Advised Middle Eastern Royalty in relation to the purchase of UK properties. Provided UK tax and structuring advice on the ownership structures and created the appropriate property holding structure.   
• Provided corporate tax advice for Malta’s most prominent cancer charity in respect of a property acquisition in London   
• Advising on cross-border refinancing of a significant tourism sector enterprise.   
• Advised on the tax matters for life sciences compliance software company, Ennov on the UK aspects of its strategic acquisition of CALYX’s Enterprise Technology division.   
• Provided assistance on various corporate transactional aspects to tech start-up which is developing Web3, blockchain and NFT technologies to create the next generation brand, fan and commerce experience to deepen consumer experience on its founder shareholder agreement   
• Advised a US-based electronic games provider on the implications of the new digital services tax in the UK.   
• Advised Rambler Media Group of Russia (an ISP group) on the tax aspects of its IPO in the UK.   

We work closely with our real estate experts to identify the specific tax issues that arise where property interests are to be transferred as part of a corporate transaction or where corporate structures are being considered for a property project. 

• De-enveloped a structure holding UK residential property in a BVI company. Provided the UK tax advice, filed the ATED and CGT returns, and arranged for the liquidation of the company and transfer of the property into the personal names of the beneficial owners.   
• Advised a HNW Middle Eastern individual who was investing in UK property for the first time on UK tax and structuring advice – incorporating a UK property company and managing the real estate transactions.   
• Advised an offshore company on corporate tax implications of acquisition, holding and potential future disposal of a substantial real estate development in London.   
• Advised Tesco on real estate structured financing and securitisations and numerous transactions relating to its real estate portfolio (including residential), with a particular focus on VAT, SDLT, capital allowances, capital gains and other real estate tax aspects.   
• Acquisition of Luxembourg company holding UK commercial property, including advising on right-sizing of target debt at completion and use of brought-forward tax losses   
• Advised VTB Bank on the tax implications of a project to refurbish the Russian Embassy in London.

Our extensive expertise in tax disputes places us in a position to adequately assist our broad client base in appealing HMRC decisions from the initial appeal to HMRC, all the way through to the tax tribunal system and, if necessary, to the appellate courts. 

• Successfully overturned assessment of Excise Duty ‘handling’ penalties, on appeal to the Tax Tribunal.  
• Advised on all aspects of the statutory appeal processes for all direct and indirect taxes and customs and excise duties including proceedings before the First-tier and Upper Tribunals and all levels of the conventional court system.  
• Challenged through tribunal proceedings and judicial review HMRC’s failure to properly exercise its powers in relation to matters such as the proper conduct of its investigations.  

Our team of competent tax experts regularly advises clients on disputes relating to all direct and indirect taxes including corporation tax income tax, national insurance, VAT, Stamp Duty and Customs duties. 

• Dealt with a broad range of disputes arising from tax planning including film investment schemes and other sideways loss relief schemes, EBT schemes, contractor schemes, and SDLT schemes.  
• Dealt with disputes concerning R&D tax credit claims.   
• Advised companies caught up in HMRC’s crackdown on MTIC VAT fraud and in other instances where HMRC has sought to rely on the ‘knew or should have known’ principle to render third parties liable for VAT lost to fraud in related transactions.   
• Acted in customs duty and import VAT disputes concerning customs valuations, incorrect tariff classifications, origin issues, breaches of the customs warehousing scheme and also disputes concerning export controls.   
• Resolved IHT-related disputes, including what is now termed Business Relief. 
• Acted in disputes concerning the VAT treatment of food and beverages.   
• Acted in disputes concerning penalties imposed by HMRC, including personal liability notices issued to company officers.   

Today’s political climate has led HMRC to be under more pressure than ever to be seen to be clamping down on organisations and individuals suspected of improperly handling their tax affairs and those advising them to do so. We understand the process and the importance of having one’s tax affairs in order. We regularly provide our clients with advice in relation to COP9 investigations, and both criminal investigations and prosecutions. We have also successfully advised clients on statutory tax appeals within the Tax Tribunal. 

• Acted for a major UK client over a six-year period on an ongoing HMRC SDLT enquiry (up to £50m).    
• Advised on cases of HMRC’s enquiries into alleged under payment of VAT by a nightclub chain.    
• Successfully overturned assessment of Excise Duty ‘handling’ penalties, on appeal to the Tax Tribunal.    
• Successful conduct of numerous ‘Kittel’ allegations including Livewire Telecom Ltd, JDI Trading Ltd, CCA Distribution Ltd, Davis & Dann Ltd.    
• Advised on cases of opposed applications for Excise WOWGR licences.    
• Advised on a contested VAT reclaim concerning supplies of iPhones to a broker via ‘runners’.    
• Dealt with disputes concerning R&D tax credit claims.    
• Advised companies caught up in HMRC’s crackdown on MTIC VAT fraud and in other instances where HMRC has sought to rely on the ‘knew or should have known’ principle to render third parties liable for VAT lost to fraud in related transactions.    
• Acted in customs duty and import VAT disputes concerning customs valuations, incorrect tariff classifications, origin issues, breaches of the customs warehousing scheme and also disputes concerning export controls.    
• Acted in disputes concerning the VAT treatment of food and beverages.    
• Acted in disputes concerning penalties imposed by HMRC, including personal liability notices issued to company officers.    
• Dealt with claims pursued by liquidators against individuals that controlled or were connected with failed companies that owed substantial debts to HMRC including claims based on unlawful and fraudulent trading and breach of fiduciary duties.    
• Challenged through tribunal proceedings and judicial review HMRC’s failure to properly exercise its powers in relation to matters such as the proper conduct of its investigations.    
• Guided clients through the ADR processes HMRC is willing to follow and otherwise negotiated settlements with HMRC.    
• Assisted with HMRC enquiries, the preparation and submission of applications to HMRC’s clearance services and otherwise helped clients to try to identify and, if possible, avoid potential disputes with HMRC.  

The decision as to whether to hire somebody as an employee or on a self-employed status is crucial in terms of tax requirements, even if it can be confusing. We regularly advise our clients on classification issues relating to PAYE and assist with supporting the case for self-employment to aid in limiting PAYE exposure. 

• Reviewed the contractual and working arrangements of UK and internationally based contractors for a UK technology company, in order to identify any employment status and employment tax related risks.    
• Advised on the complex UK and overseas tax and social security implications resulting from a cross-border employment termination case.    
• Supported a Cambridge-based life science company through a voluntary disclosure to HMRC with respect to an employment tax compliance failure.    
• Advised an international life sciences company on the tax aspects of employment status and IR35.    
• Supported a London-based university to deal with a tax enquiry into the employment of a university professor.    

Our team has considerable expertise in guiding cross border organisations through the plethora of issues relating to tax arising from the PAYE system including income tax and national insurance contributions and help in the consideration of Double Tax Treaties and other European regulation. 

• Reviewed the contractual and working arrangements of UK and internationally based contractors for a UK technology company, in order to identify any employment status and employment tax-related risks.   
• Advised on the complex UK and overseas tax and social security implications resulting from a cross-border employment termination case.   
• Instructed as an expert witness in a case regarding US and UK social security contributions for a US national working in the UK.   
• Advised two government departments on the global mobility tax implications associated with their non-UK Crown Servants.   
• Advised a large global life science organisation on the tax implications associated with the recruitment of a US senior executive to work in the UK.   
• Supported a start-up life sciences company with the tax implications associated with recruiting non-UK nationals and provided advice to new recruits.   
• Provided tax advice to an Oxford-based life science company on the participation of US nationals in a UK EMI arrangement.  
• Assisted a UK university to determine its non-UK employment tax compliance obligations triggered by globally remote workers based in Italy and France.  
• Advised a Russell Group university on the UK and overseas tax, social security and payroll obligations associated with the secondment of a senior lecturer to Germany.  
• Supported a Top 10 UK INGO with the international employment tax implications associated with the ongoing employment of staff outside the UK.  
• Advised a large international INGO on the UK and overseas employer and employee tax implications associated with the recruitment and employment of a new CEO.  
• Undertook a tax risk review for a large UK-based INGO across multiple countries to determine the potential employment tax exposure associated with the posting of staff overseas. 
  Supported a US-based INGO with the tax, social security and payroll obligations associated with the secondment of multiple staff to the UK.   
• Worked with a large international aid agency to provide ongoing ad hoc advice and support with regard to all of its globally mobile employees.  

We understand the complex regulations surrounding the PAYE and national insurance systems and how this affects businesses of all sizes. We guide our clients on any issues that may arise with these including where noncash benefits may be provided, termination payments are made, director payments are made, and any other matters. We also have vast experience in dealing with all matters of crossborder issues relating to PAYE and NI regulations. 

• Reviewed the contractual and working arrangements of UK and internationally based contractors for a UK technology company, in order to identify any employment status and employment tax-related risks.   
• Supported a Cambridge-based life science company through a voluntary disclosure to HMRC with respect to an employment tax compliance failure.   
• Supported a London-based university to deal with a tax enquiry into the employment of a university professor.   
• Advised a UK resident, non-resident family on employment tax issues for their UK household staff in their UK properties; ensured that the monies to pay the staff consisted of clean capital; and liaised with the employment team, family office and payroll agency in order to draft contacts and make payments to employees and HMRC and became first point of contact for employment issues.  

Pensions are fraught with tax implications and structuring them adequately should be a priority for organisations and individuals. We regularly work with organisations in ensuring that their pension schemes are structured to be as tax–efficient as possible. Our qualified experts have a wealth of experience of advising on pension issues relating to TUPE transfers, compromise agreements, and other employment–related matters where pensions may be affected. 

• Advised on taxation of pensions for globally mobile employees.  
• Provided global mobility tax advice and personal tax support to the non-domiciled board of a UK oil & gas company and with respect to its large population of globally mobile employees.   

Our experts are well versed to advising clients on the tax implications when an individual is engaged via an intermediary company or “personal service company”. They understand the importance of identifying where PAYE responsibilities fall and have particular expertise in dealing with tax rule matters such as IR35 rules and work in tandem with their clients to ensure that all HMRC obligations are met. 

• Reviewed the contractual and working arrangements of UK and internationally based contractors for a UK technology company, in order to identify any employment status and employment tax-related risks.   
• Advised an international life sciences company on the tax aspects of employment status and IR35.   

Whilst many forms of remuneration planning have been scrutinised of late and legislated against, tax benefits is one area where employees can still benefit through the use of specific forms of arrangement. We regularly advise businesses on their remuneration policies and ensure that all documentation relating to the arrangement reflects the relevant tax principles. 

• Designed a growth-share long-term incentive arrangement for a multi-jurisdictional software business.   
• Provided KPMG’s UK restructuring division spin-out, Interpath, with tax advice on their management incentive plans.   
• Designed a “Euros at Work” management incentive plan for Asterion Industrial Partners.   
• Advised Penta Capital on their UK private equity fund incentive arrangements.   
• Established a “B share” scheme and EMI (enterprise management incentives) plan for a Goldman Sachs spin-out client.   
• Advised an ASX-listed client on their UK share offer under a global restricted share and employee share option plan.   
• Implementation of CSOP scheme for manufacturer of heavy plant.   
• Pre-sale restructuring and eventual sale of manufacturer ultimately owned by offshore trust, including EMI and part-paid share scheme planning.   
• Advised on tax aspects of consultancy, employment and settlement agreements (including termination payments, tax indemnities, post-employment notice pay, disability pay), from perspective of both employer and employee   
• Advised a large global life science organisation on the tax implications associated with the recruitment of a US senior executive to work in the UK.   
• Supported a start-up life sciences company with the tax implications associated with recruiting non-UK nationals and provided advice to new recruits.   

Incentivising staff is an important part of business management. We advise organisations on how to incentivise their employees through tax–efficient share schemes including share incentive plans, also known as SIPs, as well as bespoke share schemes. Our bespoke schemes are tailored to the desires of a particular client and can lead to any legal option including implementing joint share ownership plans or introducing cash profit sharing plans. 

• Designed a growth-share long-term incentive arrangement for a multi-jurisdictional software business.   
• Provided KPMG’s UK restructuring division spin-out, Interpath, with tax advice on their management incentive plans.   
• Designed a “Euros at Work” management incentive plan for Asterion Industrial Partners.   
• Advised Penta Capital on their UK private equity fund incentive arrangements.   
• Established a “B share” scheme and EMI (enterprise management incentives) plan for a Goldman Sachs spin-out client.   
• Advised an ASX-listed client on their UK share offer under a global restricted share and employee share option plan.   
• Implementation of CSOP scheme for a manufacturer of heavy plant.   
• Pre-sale restructuring and eventual sale of manufacturer ultimately owned by offshore trust, including EMI and part-paid share scheme planning.   
• Advised on international share schemes tax.   
• Advised on share schemes and transfer of employer NICs contributions to employees.

The termination of a contract and the subsequent drafting of a mutually beneficial compromise agreement is no easy feat. Ensuring that the termination of a package is tax–efficient for both the employer and employee can help speed up the process of securing the agreement. We regularly advise on applicable tax rules and opportunities to maximise the tax efficiency for both parties and work closely with the client to ensure that all relevant tax issues are reflected in the final settlement agreement. 

• Advised on tax aspects of consultancy, employment and settlement agreements (including termination payments, tax indemnities, post-employment notice pay, disability pay), from perspective of both employer and employee.  
• Advised on taxation of UK and international termination payments.   
• Advised on the complex UK and overseas tax and social security implications resulting from a cross-border employment termination case.