• Exit mechanisms

Exit mechanisms

For many owner-managers, their shareholding in their company represents a significant element of their personal wealth. How you realise the value of that shareholding and the potential impact on your business can be one of the most important decisions you will take both financially and emotionally.

The tax considerations of this important decision cannot be overstated. Tax rules in this area can be both complex and wide ranging. We provide clear, practical tax and commercial advice. We will help you understand the options available to you and make the right choice for you and your business

Below are the main issues we advise our clients on.

Management transactions

A management team must seek their own tax advice whenever they are involved in a transaction so that they can achieve a tax-efficient outcome. This is true whether the transaction is a trade sale, listing, management buy-out or sale to private equity.

We work with management teams to ensure that they consider;

  • Deferring tax on proceeds reinvested
  • Proceeds being taxed as capital gains or as dividend distributions
  • Risks of employment tax applying in relation to the shareholding
  • Maximising the availability of entrepreneurs’ relief 

Employee ownership trusts

We are a market-leading advisor to companies being sold to Employee Ownership Trusts (EOT).  EOTs are a specific vehicle established to acquire companies for the benefit of their employees.  EOTs can be beneficial to both exiting owners and remaining staff.

The selling shareholders are able to sell their shares in a trading company for full market value and receive their disposal proceeds from a mixture of up-front consideration and deferred consideration funded from future post-tax profits of the trading company. The selling shareholders may be able to claim a UK capital gain tax exemption such that all of their disposal proceeds are received free of capital gains tax.

The EOT will hold shares in the trading company for the long term thereby aligning the incentives of each employee with the profitability of the business. Companies owned by EOTs are able to pay their employees tax-free cash bonuses of up to £3,600 per tax year and operate other statutory tax-efficient share plans to incentivise and lock-in their employees.

Read our full explanation of Employee Ownership Trusts.

Employee Benefit Trusts and Internal markets

Private companies can allow shareholders to trade their shares by creating an internal market where there would otherwise be no liquidity.  The internal market will normally involve the establishment of an Employee Benefit Trust (EBT) which will buy and sell shares and act as a market maker/warehouse.

We advise clients on how to create and operate an effective internal market, ensuring where possible that no adverse tax liabilities arise and that the tax treatment for the employees, the company and the trustees are understood. We will also help ensure that any reporting and/or withholding obligations are complied with.

Employee share schemes and transactions

Where a company with employee share schemes undergoes a transaction, careful consideration needs to be given to the way share schemes are dealt with as well as their tax. The process for dealing with the share schemes also needs to be factored into the various other steps that are taking place as part of the wider-transaction.  

The areas of focus will vary depending on the nature of the transaction but are likely to include:

  1. whether outstanding awards granted under the scheme would ‘roll over’ after the transaction or crystallise into cash for the participants
  2. how the employee is taxed
  3. the tax position and compliance obligations for the company.

We use our experience and knowledge to ensure that employer share schemes are fully addressed as part of the wider transaction.