Tax issues on equity capital market transactions

Equity capital markets (ECM) activity appears to be on the increase. IPOs can give rise to a number of interesting stamp taxes points, including on a pre-launch transfer to a nominee and on price stabilisation arrangements. For a rights issue, CGT reorganisation treatment is likely to be important. ‘Cashbox’ companies are an increasingly common feature of ECM transactions. Invariably, the cashbox company will be a Jersey SPV. However, in practice the SPV usually holds all of its board meetings in the UK, such that it is UK tax resident from the outset and can form part of the issuer’s group for UK tax purposes.