The Upper Tribunal has confirmed that a person can acquire ‘beneficial ownership’ of shares even if it has been agreed to pass on (as deferred consideration) most of the benefits of that shareholding. What matters is that the purchaser acquires more than a ‘mere legal shell’. This is so even where the sole purpose in acquiring the shareholding is to obtain a tax advantage; Arrowtown and Carreras do not assist HMRC where the shareholder has more than ‘shadowy’ rights. This influential tribunal panel also took the opportunity to confirm that the Indofood test of ‘beneficial ownership’ only applies to the interpretation of tax treaties.
