Other cases that caught our eye: 18 June 2021

Interaction of tax avoidance scheme and corporate law

The case of Chalcot Training Ltd v (1) Stoneman (2) HMRC [2021] EWCA Civ 795 (27 May 2021) arose out of a tax-avoidance ‘E shares scheme’ but this judgment considers the application of company law i.e. whether the scheme contravened company law and so should be set aside. The Court of Appeal dismissed the company’s appeal that the avoidance ‘E shares’ scheme it had entered into with its two employed shareholder/directors contravened the Companies Act 2006

s 580 or s 552 so should be set aside on the grounds of mistake. The court found that the shares were not allotted at a discount to their nominal value contrary to s 580 and were not caught by the prohibition in s 552. The tax consequences of the scheme are being tested in the FTT and did not form part of this appeal.

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