| 1 | A toolkit for intra-group reorganisations A guide to PLC Corporate's resources relating to intra-group reorganisations, including links to the relevant materials. | Practice note: overview | Maintained |
| 2 | Company voluntary arrangements (CVA): a quick guide A quick guide to company voluntary arrangements (CVAs), forming part of series of quick guides (for more information on quick guides, see Quick guides). | Practice note: overview | Maintained |
| 3 | Demergers: overview A demerger is the segregation of business activities into one or more companies or groups of companies. This note considers the following demerger structures: a direct demerger/straight dividend, an indirect or three cornered demerger, an indirect or three cornered reduction of capital, a section 110 liquidation scheme and a Part 26 scheme. For summaries and comparisons of recent demergers, see What's Market: demergers. PLC Corporate (based on the practice note Demergers and schemes of reconstruction: tax contributed by Sue Crawford of Wiggin LLP) | Practice note: overview | Maintained |
| 4 | Demergers: tax overview This note gives an overview of the reasons for, and the different types and tax implications of, demergers. | Practice note: overview | Maintained |
| 5 | Dividends: tax overview This note is an overview of the UK tax treatment of dividends. It also summarises the rules relating to shadow advance corporation tax, which govern the recovery of surplus advance corporation tax. | Practice note: overview | Maintained |
| 6 | Intra-group reorganisations: overview An overview of intra-group reorganisations looking at: why groups reorganise; the types of assets affected and consents required; the company law and insolvency issues which arise on intra-group transfers carried out below market value; and how intra-group transactions should be documented. | Practice note: overview | Maintained |
| 7 | Reduction of capital: overview An overview of the ways in which a company can reduce its share capital and the reasons for doing so. | Practice note: overview | Maintained |
| 8 | Schemes of arrangement: overview An overview of schemes of arrangement, including when a scheme of arrangement may be useful for both solvent and insolvent companies, the requirements for a scheme of arrangement and frequently-seen issues when obtaining creditor, shareholder and court approval. | Practice note: overview | Maintained |
| 9 | Scrip dividends: tax overview This note summarises the UK tax treatment of scrip dividends issued by UK companies and dividend reinvestment plans (DRIPs) of UK companies. | Practice note: overview | Maintained |
| 10 | Substantial shareholding exemption: overview This note is an overview of the reliefs available and the main conditions that need to be satisfied under the substantial shareholding exemption provisions. | Practice note: overview | Maintained |
| 11 | Tax clearances: general This note discusses the current UK rulings system and practical issues relating to clearances. It also links to several other practice notes that provide guidance on clearances in specific situations. | Practice note: overview | Maintained |
| 12 | Arrangements and reconstructions: comparison between ... A note outlining the changes to the law in relation to arrangements and reconstructions (including mergers and divisions of public companies) made by the Companies Act 2006 (2006 Act). For general background to the 2006 Act, see Practice note, Companies Act 2006: materials. Part 26 (arrangements and reconstructions) and Part 27 (mergers and divisions of public companies) came into force on 6 April 2008. | Practice notes | 06-Apr-2008 |
| 13 | Contracts and finance arrangements: intra-group ... This note considers some of the issues relating to transferring contracts and finance arrangements in group reorganisations. | Practice notes | Maintained |
| 14 | Corporate insolvency and losses: tax This practice note deals with the issue of using and preserving the losses of an insolvent company, both generally and in the contexts of a hive down of its assets and business, and of group relief. | Practice notes | Maintained |
| 15 | Corporate restructuring: debt equity swaps This note considers how debt equity swaps may be used in corporate restructuring. It examines the nature of debts and the different ways they can be structured. The note focuses on the approach of the company's bank or other creditors to debt equity swaps, as they usually drive the structure. | Practice notes | Maintained |
| 16 | Deal analysis: Demergers This document contains a table with details of significant 2006 and 2007 demergers by UK listed and AIM companies. The table briefly describes the structure used and links to the public documents, where available. For details of more recent demergers and for fuller details of the issues covered in the table below, see PLC What's Market. For more information on demergers, see PLC Practice note, Demergers. | Practice notes | 26-Nov-2008 |
| 17 | Deal analysis: takeovers involving offer of shares: prospectus ... A table setting out whether a bidder produced a prospectus in accordance with section 85 of the Financial Services and Markets Act 2000 (FSMA) on a takeover involving an offer of shares as consideration or a document accepted by the Financial Services Authority (the FSA) as equivalent to a prospectus in accordance with paragraph 1.2.2R(2) of the Prospectus Rules. The table covers share exchange offers announced after 1 September 2006 - 31 December 2007. For details of more recent share exchange offers involving the issue of a prospectus or equivalent document and for fuller details of the issues covered in the table below for 2007 deals, see PLC What's Market. A bidder has to prepare a prospectus and obtain FSA approval for this where: It offers transferable securities to the public in the UK. This will be the case on a takeover for a UK target which is structured as a takeover offer but not where it is structured as a scheme of arrangement.Securities representing 10% or more of the existing issued shares are to be admitted to trading on a UK regulated market. For further details see Practice note, When is a prospectus required? Note that the table does not include transactions where a prospectus/equivalent document was not required, for example a scheme of arrangement involving an AIM bidder. | Practice notes | 14-Jan-2008 |
| 18 | Debt equity swaps: can banks be liable for financial support ... This practice note examines the risk that the Pensions Regulator may order financial support directions against a company's bank, in particular if the bank holds an equity stake in the business. | Practice notes | Maintained |
| 19 | Direct taxes This practice note gives an overview of direct taxes in the UK tax regime. It covers income tax, corporation tax and capital gains tax. It discusses the principles of calculation, rates, payment and compliance, and reliefs (such as capital allowances and research and development (R&D) relief). | Practice notes | Maintained |
| 20 | Employment: intra-group reorganisations This note considers the employment law issues that arise on group reorganisations. | Practice notes | Maintained |
| 21 | Group reorganisations: tax This note gives an overview of the key tax issues that can arise when a group reorganisation takes place. | Practice notes | Maintained |
| 22 | Groups of companies: tax Tax legislation gives special tax treatment to certain transactions between group company members, such as group and consortium relief and relief for chargeable gains groups. This note considers that treatment. The stamp duty, stamp duty land tax and value added tax position of group companies is also considered. | Practice notes | Maintained |
| 23 | How can I protect my business from a debtor getting into ... A practice note on how to respond to the financial difficulties or insolvency of a company that owes you money, which considers how to press for payment from a distressed trading partner, key contractual issues and outlines the position of the unsecured creditor in an insolvency process. | Practice notes | Maintained |
| 24 | IP and IT: intra-group reorganisations This note considers some of the IP and IT issues that arise on group reorganisations. | Practice notes | Maintained |
| 25 | Pensions: intra-group reorganisations This note considers some of the pensions issues that arise on group reorganisations. | Practice notes | Maintained |
| 26 | Property: intra-group reorganisations This note considers some of the property issues that arise on group reorganisations. | Practice notes | Maintained |
| 27 | Rescue buyouts An explanation of the particular issues which arise when a buyout is being conducted in a rescue or insolvency situation. | Practice notes | Maintained |
| 28 | Schemes of arrangement: role of the court A guide to some of the main problematic issues that the court will assess when deciding whether to allow a scheme of arrangement to be voted on, and when deciding whether to sanction a scheme that has been approved by the company's creditors or members. | Practice notes | Maintained |
| 29 | Schemes of arrangement: takeovers A practice note explaining how schemes of arrangement can be used in a recommended takeover as an alternative to an offer. | Practice notes | Maintained |
| 30 | Share issues: tax An issue of shares may be structured in a number of ways. This note outlines the different structures and then considers the main tax issues by reference to each of the relevant taxes: corporation tax, capital gains tax, income tax, value added tax, stamp duty and stamp duty reserve tax. | Practice notes | Maintained |
| 31 | Share option schemes: intra-group reorganisations This note considers some of the issues relating to share option schemes that arise on group reorganisations. | Practice notes | Maintained |
| 32 | Stamp duty This note considers the practical impact of stamp duty on commercial transactions. NOTE: This resource is being reviewed in light of the 2013 Budget. For more information, see Legal update, 2013 Budget: key business tax announcements. | Practice notes | Maintained |
| 33 | Stamp duty land tax This practice note considers the practical impact of stamp duty land tax in the context of commercial transactions. | Practice notes | Maintained |
| 34 | Stamp duty reserve tax This practice note considers the practical impact of stamp duty reserve tax in the context of commercial transactions. NOTE: This resource is being reviewed in light of the 2013 Budget. For more information, see Legal update, 2013 Budget: key business tax announcements. | Practice notes | Maintained |
| 35 | Stamp duty: reliefs This note considers the various reliefs and exemptions from stamp duty available in a commercial context. NOTE: This resource is being reviewed in light of the 2013 Budget. For more information, see Legal update, 2013 Budget: key business tax announcements. | Practice notes | Maintained |
| 36 | Takeover offer and scheme of arrangement: comparative ... This document compares the timetables involved for a takeover offer and a scheme of arrangement under section 899 of the Companies Act 2006 used to acquire control of a public company and which involves a reduction of capital. For a comparison of offers and schemes in this context, see Practice note, Takeover offer or scheme of arrangement? There is also a detailed timetable for a takeover offer: see Practice note, The offer timetable. References to Rules are to Rules of the Code and references to the Schemes Appendix are to Appendix 7 to the Code. | Practice notes | Maintained |
| 37 | What's Market (UK): recent deals published A practice note listing the recent deals published on What's Market. | Practice notes | Maintained |
| 38 | What's Market: Demergers | Practice notes | Maintained |
| 39 | What's Market: Demergers | Practice notes | Maintained |
| 40 | What's Market: New holdco schemes of arrangement | Practice notes | Maintained |
| 41 | What's Market: Reductions of capital | Practice notes | Maintained |
| 42 | What's Market: Reorganisations and schemes | Practice notes | Maintained |
| 43 | What's Market: Restructurings Details from PLC What's Market deals database of restructurings by listed companies (including debt for equity swaps, company voluntary arrangements (CVAs) and scheme of arrangements) since 1 January 2009. The database contains a summary of each restructuring and links to the deal documentation. To view the database, see What's Market, Restructurings. | Practice notes | Maintained |