Company reorganisations analysis – Tax-efficient joint ventures and mergers

While we say we work on 'mergers and acquisitions' the majority of our time is often spent on disposals and demergers sometimes on acquisitions but rarely on mergers. This article will look briefly at two forms of merger and their tax consequences.

Mergers: forming a joint venture

In a joint venture two groups may each put part of their businesses into a joint venture company. A common mechanism to form a joint venture is:
  
      ●     Each of the groups sets up a new subsidiary and hives down the appropriate assets (usually in return for an issue of shares to generate base cost).
     
      ●     One of the groups will set up the joint venture company.
     
      ●     The new subsidiaries are hived down under the joint venture...