Regulatory & Tax Considerations for M&As

Regulatory & Tax Considerations for M&As

We explain the City Code and the related tax issues

By Marcia Smith

The regulations affecting M&A transactions for listed companies in the UK can be found in the City Code on Takeovers and Mergers. A principles-based regime, the code is broadly focused on ensuring fair treatment for all shareholders in takeover bids. This means that there is an obligation to adhere to the overall spirit of the regulations, not just the specific details.

The code includes the principal requirement that a shareholder must be receive a high-value cash offer in the event of a bid for 30% or more of a company.

The main function of the Panel on Takeovers and Mergers functions are to supervise and regulate takeovers and related matters, and to ensure fair treatment for shareholders on all sides. A copy of the City Code can be downloaded from the Panel’s website.

In terms of the tax implications, the main impacts are on chargeable gains, loan relationships, fixed assets and capital allowances. With expert tax advice, significant tax efficiencies may be achievable with pre- and post-merger restructuring.