Key Benefits
- Gain a detailed overview of the corporate and employment tax issues involved in MBO transactions
- Apply practical solutions across the transaction lifecycle, including due diligence and stakeholder considerations, to address real deal challenges
- Learn how effective management incentive and remuneration structures are aligned with post buyout objectives and long term value creation
Do You Need to Attend This Course?
Redcliffe's MBO tax training is a must-know for:
Tax and legal professionals undertaking MBO-type advisory work, including those working in: M&A
Private client
Share scheme roles
This training is also beneficial for:
Any tax professional working in compliance who wishes to progress their career into advisory or planning work
Technical Content
The Mechanics of Management Buyouts (MBOs) and Their Alternatives
Trade Sales
Sales to Employee Ownership Trusts
Asset Sales
Sales of share capital
Reorganisations followed by sales – including Hive Downs and Demergers
Capital Gains Tax aspects – how to minimise CGT using Business Asset Disposal Relief
Due Diligence Issues to be Covered
Preparation of vendor due diligence reports
Advising a purchaser on due diligence matters, including corporate and employment tax
Stakeholder Issues
Equity incentives for management – navigating the potential conflicts of interest between management and other stakeholders
The Managers
Interest on money borrowed to buy shares
Capital gains treatment on the eventual sale: To ensure the maximum return on MBO investment
Availability of relief under the Enterprise Investment Scheme:
To widen the potential investor pool
Potential income tax charges under employment-related securities legislation:
To focus on the real risks associated with MBOs/MBO risks
Complying with the “safe harbour” conditions in the memorandum of understanding between BVCA and HMRC
Structuring ratchets to avoid income tax charges on the manager shares
Other Stakeholders
This MBO tax course explores negotiating with other stakeholders, including Pension Schemes
Treatment of Intellectual Property – what stays, what goes
Accounting for goodwill
Using EMI Options to Recruit, Retain and Incentivise Key Staff
Creating mechanisms to incentivise staff once the MBO is undertaken: Qualifying companies
Conditions to be satisfied by employees
Exercise conditions, forfeiture, restrictions
Disqualifying events
The Use of ESOTs as an Alternative to the MBO
The use of Employee Share Ownership Trusts – when might these work better?
The mechanics of setting up the ESOT
The Use of Flowering Shares as an Alternative Compensation Mechanism
Advantages
Considerations
Treatment of Debt
Junior
Mezzanine
Senior
HMRC challenges concerning the deductibility of interest. Including recent case law
Training Objectives
By the end of Redcliffe's Tax Issues in MBO course, participants will:
Gain a comprehensive understanding of the tax and key issues that arise during a management buyout.
Explore alternative approaches to MBOs and their respective tax implications.
Master the intricacies of MBO transactions, analysing the tax consequences for both buyers and sellers, with a focus on management opportunities.
Learn about potential equity incentives designed to align management’s interests with the company’s long-term success.
Training Course Summary
Redcliffe MBO tax training course offers a detailed exploration of management buyouts, with a focus on both corporate and employment tax aspects. The course emphasises a holistic view, taking into account the perspectives and due diligence needs of both the vendor and the buyer. You will gain insights into effective remuneration planning for management, ensuring incentives are aligned with the company’s objectives post-buyout. The course covers the transaction lifecycle, offering practical solutions to the common challenges faced by all stakeholders in MBO scenarios.
Your trainer
Course Trainer · 10 yrs experience
- Corporate Tax Courses
Redcliffe Training's MBO tax course expert is a seasoned tax professional who is the director of a consultancy firm specialising in taxation, share schemes, and reward strategies. With a wealth of experience advising both small companies and FTSE-listed corporations, he has developed a specialised share scheme service tailored for SMEs, while also guiding large corporates on effective communication strategies.
His passion lies in employment taxation and transfer pricing, areas with conceptual complexities.
Having led the Share Schemes team at Henderson during his 9-year tenure, he completed a CIPD Level 7 Master's qualification. This solidified his expertise in reward and employee compensation strategies.
Before that, while working for the Australian Mutual Provident (AMP), he played a pioneering role in establishing one of the first Share Incentive Plans (SIPs) for large companies in 2001.
His work was so innovative that HMRC reached out to learn how to encourage more companies to adopt SIPs.
His early career saw him in senior roles at three of the “Big Four” accountancy firms. This included Deloitte, where he rose to Senior Manager. His work spanned profit-related pay, expatriate tax, tax investigations, reward management, US taxation, and corporate tax, giving him a broad foundation in complex tax matters.
Outside of his professional pursuits, he enjoys cricket, history, skiing, tennis, and gardening. He lectures on historical topics, which keep his presentation skills sharp and engaging.
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