Reorganisations: the nuts and bolts

Implementing corporate reorganisations involves a number of common corporate transactions, such as distributions, repayments of capital, intragroup transfers and liquidations. Recent changes have clarified that distributions paid out of reserves created on a reduction of capital can still be treated as income distributions, notwithstanding HMRC's challenge in the First Nationwide case; there remain anomalies between the taxation of distributions in specie from UK and non-UK companies; amendments to the value shifting rules will affect the structuring of transactions to avoid the risk of capital gain; and the changes to the degrouping rules should mean that fewer degrouping charges will be triggered in practice, although they should always be considered in the context of a group reorganisation.