P Hunt and others v HMRC

In P Hunt and others v HMRC [2025] UKFTT 538 (TC) (12 May) the FTT dismissed the taxpayers’ appeals against counteraction notices and assessments issued by HMRC under the transactions in securities (TIS) rules.

The taxpayers were shareholders in a UK limited company Golf Holdings Ltd (GHL) which was a close company that acquired a number of subsidiaries by way of share for share exchanges which created a large share premium account in GHL representing the value of the underlying shares. GHL then undertook two capital reductions resulting in the taxpayers (who were shareholders in GHL) receiving consideration for the cancellation of their GHL shares. HMRC appears not to have challenged the first capital reduction under the TiS rules but challenged the second capital reduction successfully arguing that the return received by the shareholders from the...