Working alongside a tax advisory practice, we acted for individual clients on the implementation of a complicated tax-efficient reorganisation of a property company where there had been a shareholder falling out.
The reorganisation had been settled by a judge in court proceedings and comprised 17 separate steps.
In order to reorganise the property portfolio and associated corporate holding structure into two distinct corporate entities, a structure was agreed which involved:
- the establishment of various newcos,
- multiple share for share exchanges,
- distributions in specie,
- the creation and release of loans,
- multiple capital reduction demergers involving the capitalisation of merger reserves into share premium accounts; and
- transfers of residential properties plus cash.
The staging of the demerger was critical to allow for the assets to be split in the most tax efficient manner. The sensitive nature of the transaction meant that we needed to consider a variety of interests, as well as making sure that assets were protected and value was shared equally.
Please get in touch with our corporate lawyers if you need legal guidance for your business.
