M&A: Buying a company with EBT/EFRBS remuneration planning

Many companies implemented trust-based remuneration planning for their employees and directors, prior to HMRC turning its ‘spotlight’ on this area and the introduction of the disguised remuneration legislation. Where a buyer is seeking to acquire a target company that is subject to HMRC challenge, careful due diligence is required. As well as an inevitable degree of technical analysis, on a practical level the parties will need to agree commercially the process for resolving any dispute with HMRC, and the buyer will most likely seek to retain some of the purchase price, pending finalisation of all potential tax exposures for the target.