We have substantial expertise in advising clients on a variety of restructurings and reorganisations, including:

  • Group reorganisations, including members’ voluntary liquidations
  • Intra-group transfers
  • Section 110 demergers
  • Schemes of arrangement
  • Off-market buy-back of shares
  • Capital reduction demergers

We will work closely with a client’s tax advisors to ensure that the structure used is the best fit for the client and executed seamlessly. We will also draw in support from our Commercial Property and Employment teams to ensure that the reorganisation completes efficiently, within deadlines and without any hidden adverse effects.

Experience highlights: 

  • Advising large international company in the agricultural industry with subsidiaries in the UK on the reorganisation and restructuring of its UK business, including the transfers of shares, hive down of assets and putting in place security arrangements as part of the larger group’s banking facilities
  • Advising large Essex based company on a group reorganisation including a share for share exchange, intra-group company transfer of property, intra-group loan facility and security arrangements

Case Study:

Thompson Smith and Puxon advised long standing client Clacton-on-Sea Golf Club on the implementation of a tax efficient structure to take advantage of HMRC tax relief available for Community Amateur Sports Clubs (or “CASC”). TSP Director, Mary Anne Fedeyko advised the Club on the creation of a new trading subsidiary, through which non-member income would pass, and the terms of a resource sharing agreement between the Club and the subsidiary under which the Club would share its facilities and resources with the subsidiary so that it could perform its non-member trading services. She also worked closely with the Club’s accountants to ensure that the Club fell within the qualification rules for maintaining its CASC status, in particular to ensure that the Club’s VAT exemptions and not-for-profit status were maintained.

Commenting on the project, Clacton-on-Sea Golf Club’s chairman, Bert Foster said “We have worked with Mary Anne and the excellent team at TSP for a number of years now and are always impressed with their efficiency, attention to detail, legal and commercial acumen. Their proactive service is always extremely professional and no-nonsense; they take on projects with vigour and work hard to bring them to a prompt conclusion.”