We’re a small team and therefore we often have a variety of work on the go at any time. My current workload reflects this: a corporate reorganisation for a renewables group, a private rented sector development for a residential fund, the acquisition of a wealth management business and the establishment of a SAYE scheme for an AIM-listed company.
What measure in the latest Finance Act caught your eye?
The extension, in the Finance Act, of what amounts to a transaction in securities to include distributions in the course of a winding up. Shareholders have always been able to realise the value of their shareholdings in two ways: sale of the company to a third party or, if there is no available third party, liquidation of the company and distribution of its assets to shareholders. The former will generally not be subject to transaction in securities anti-avoidance rules because of the safe harbour for fundamental changes in ownership. The extension of the rules for distributions in the course of a winding up without any exception being introduced for realisations that are broadly equivalent to changes in ownership is likely to mean that HMRC will be inundated with applications for clearance whenever a liquidation is proposed.
Aside from your immediate colleagues, whom in tax do you most admire?
Alex McIhinney, until fairly recently head of tax at BAe, and Christopher Norfolk, former tax partner at Norton Rose. I decided on career in tax when sitting with Alex as a trainee with (what was then) Booth & Co. Alex had previously worked for HMRC and also in-house before moving into private practice – he had an immense enthusiasm for tax and gave me a lot of responsibility, even as a trainee. Chris, as well as being an outstanding technician, helped me appreciate that tax does not exist in a vacuum and that, in order properly to advise on the tax aspects of any transaction, it is necessary to have full knowledge of the surrounding circumstances. I would always emphasise to any junior lawyer that, while they may have in mind the likely tax issues that may be relevant to the particular transaction, they should always speak to their colleagues or their client if anything is unclear or if they don’t have the complete background to the transaction.
If you could make one change to UK tax law or practice what would it be?
Amend or replace FA 2003 s 75A – an SDLT ‘anti-avoidance’ provision (and headed as such) but where the avoidance of tax is not even a pre-condition to its application – to introduce, as a minimum, a tax avoidance motive. The recent Project Blue case has shed some light on its interpretation, but almost ten years after its introduction, there are, I think, few advisers who can with any real confidence identify those transactions that are expected to be caught by the provision.
Looking back on your career to date, what key lesson have you learned?
That if you have been told that another adviser on a transaction (whether on the same or the other side) has a different view as to the tax treatment of the transaction, don’t jump to the conclusion that one of you must be wrong. More often than not, it may be that you have both been given a different explanation of the transaction and would agree with each other had you both been given the same story.
Finally, you might not know this about me but…
As well as being a lifelong supporter of Burnley football club, I have always had a fascination with football stadia – my wife and children have, over the years, had the dubious pleasure of trips to the less salubrious parts of towns and cities, in various parts of the world, to visit a stadium, often when no game is being played! I finally achieved my goal of visiting all the then 92 football league grounds when I visited Plainmoor, home of Torquay United.
We’re a small team and therefore we often have a variety of work on the go at any time. My current workload reflects this: a corporate reorganisation for a renewables group, a private rented sector development for a residential fund, the acquisition of a wealth management business and the establishment of a SAYE scheme for an AIM-listed company.
What measure in the latest Finance Act caught your eye?
The extension, in the Finance Act, of what amounts to a transaction in securities to include distributions in the course of a winding up. Shareholders have always been able to realise the value of their shareholdings in two ways: sale of the company to a third party or, if there is no available third party, liquidation of the company and distribution of its assets to shareholders. The former will generally not be subject to transaction in securities anti-avoidance rules because of the safe harbour for fundamental changes in ownership. The extension of the rules for distributions in the course of a winding up without any exception being introduced for realisations that are broadly equivalent to changes in ownership is likely to mean that HMRC will be inundated with applications for clearance whenever a liquidation is proposed.
Aside from your immediate colleagues, whom in tax do you most admire?
Alex McIhinney, until fairly recently head of tax at BAe, and Christopher Norfolk, former tax partner at Norton Rose. I decided on career in tax when sitting with Alex as a trainee with (what was then) Booth & Co. Alex had previously worked for HMRC and also in-house before moving into private practice – he had an immense enthusiasm for tax and gave me a lot of responsibility, even as a trainee. Chris, as well as being an outstanding technician, helped me appreciate that tax does not exist in a vacuum and that, in order properly to advise on the tax aspects of any transaction, it is necessary to have full knowledge of the surrounding circumstances. I would always emphasise to any junior lawyer that, while they may have in mind the likely tax issues that may be relevant to the particular transaction, they should always speak to their colleagues or their client if anything is unclear or if they don’t have the complete background to the transaction.
If you could make one change to UK tax law or practice what would it be?
Amend or replace FA 2003 s 75A – an SDLT ‘anti-avoidance’ provision (and headed as such) but where the avoidance of tax is not even a pre-condition to its application – to introduce, as a minimum, a tax avoidance motive. The recent Project Blue case has shed some light on its interpretation, but almost ten years after its introduction, there are, I think, few advisers who can with any real confidence identify those transactions that are expected to be caught by the provision.
Looking back on your career to date, what key lesson have you learned?
That if you have been told that another adviser on a transaction (whether on the same or the other side) has a different view as to the tax treatment of the transaction, don’t jump to the conclusion that one of you must be wrong. More often than not, it may be that you have both been given a different explanation of the transaction and would agree with each other had you both been given the same story.
Finally, you might not know this about me but…
As well as being a lifelong supporter of Burnley football club, I have always had a fascination with football stadia – my wife and children have, over the years, had the dubious pleasure of trips to the less salubrious parts of towns and cities, in various parts of the world, to visit a stadium, often when no game is being played! I finally achieved my goal of visiting all the then 92 football league grounds when I visited Plainmoor, home of Torquay United.
