Dual Headed Structures

There are occasions where although a proposed merger would have significant commercial benefits there are also perceived disadvantages. Where one of these disadvantages is that at least one of the parties will in a conventional merger lose its existing nationality and/or natural shareholder base a solution that is often considered is the dual headed structure.

For this reason tax advisers who advise on cross-border M&A transactions are frequently asked to consider the possibility of implementing a dual headed structure. Although dual headed structures which are actually implemented are much rarer familiarity with the issues raised by these structures is an essential part of such a...