With the UK’s continuing attractiveness as a holding company tax jurisdiction, Jonathan Cooklin and Dominic Foulkes (Davis Polk) consider the scope of technical UK tax issues that have a direct bearing on the drafting of merger agreements and related documents which implement these transactions.
The trend for inversion transactions in recent years has seen a number of public transactions through which a US-headed group combines with a non-US group in order (amongst other objectives) to achieve a more favourable effective tax rate for the combined group. The new holding company chosen for the combined group will often be a UK tax resident (and possibly UK-incorporated) company (‘Holdco’). The framework for the deal will usually be set out in a merger agreement business combination agreement transaction agreement or other similarly titled document entered into by the parties generally governed by US law.
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With the UK’s continuing attractiveness as a holding company tax jurisdiction, Jonathan Cooklin and Dominic Foulkes (Davis Polk) consider the scope of technical UK tax issues that have a direct bearing on the drafting of merger agreements and related documents which implement these transactions.
The trend for inversion transactions in recent years has seen a number of public transactions through which a US-headed group combines with a non-US group in order (amongst other objectives) to achieve a more favourable effective tax rate for the combined group. The new holding company chosen for the combined group will often be a UK tax resident (and possibly UK-incorporated) company (‘Holdco’). The framework for the deal will usually be set out in a merger agreement business combination agreement transaction agreement or other similarly titled document entered into by the parties generally governed by US law.
...
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