X BV: VAT on deal costs

The entitlement to recover VAT on costs relating to corporate restructurings continues to be among the most vexatious issues in VAT law. The latest instalment in this saga (and it will not be the last) was handed down by the CJEU in Staatssecretaris van Financiën v X BV (C-651/11). Nearly 20 years after the decision in BLP (BLP Group PLC v C&E Commrs (C-4/94) [1995] STC 424) the CJEU was asked to rule on whether a sale of a 30% shareholding in a subsidiary was equivalent to a transfer of a totality of assets in that subsidiary which would qualify for what we refer to in the UK as transfer of a going concern (TOGC) relief.

I must...