I’m an M&A tax specialist and my practice stretches across the private equity, finance, technology and life sciences sectors, so I always have a pretty broad variety of ongoing matters on my desk, as well as a daily diet of ‘pop quiz’ questions from clients and colleagues.
If you could make one change to tax, what would it be?
The treatment of UK company directors as employees for tax purposes can create significant complexity for international businesses, as well as a huge amount of cost and administrative hassle, often for a negligible level of taxation from an HM Treasury perspective. As a starting point, introducing a sensible threshold for PAYE obligations to kick in would encourage global candidates with the right credentials to come on board without the disincentive of falling into the UK tax net in relation to small amounts of income and having to grapple with double tax treaty claims (not to mention the Kafkaesque complexity of NICs certificates).
Oh and as a bonus change, as many others have suggested, removing stamp duty from the statute books would reduce the time, cost and complexity involved in private share based transactions and across the capital markets.
What do you know now that you wish you’d known at the start of your career?
One of the most important skills of a transactional tax practitioner is the ability to flex the response to fit the needs of the client and to take a quick read of how much detail they want to hear. Often that means doing a huge amount of thinking and research in order to deliver a pithy non-technical sentence or two, which can seem deflating when you’ve spent several hours – often late night hours – finding the answer, but that may be the best form of advice for a busy deal team trying to get a transaction over the line.
Has a recent tax case caught your eye?
The recent Court of Appeal cases considering the ‘unallowable purpose’ test (BlackRock [2024] EWCA Civ 330, Kwik-Fit [2024] EWCA Civ 434 and JTI [2024] EWCA Civ 652) have highlighted the difficulty of distinguishing between commercial and tax motivations when considering the best structure for a corporate acquisition. It’s clear from these cases that the facts and circumstances leading to the decision to debt fund a UK company are critical to the determination of the business, commercial or other purposes of that funding. But the mental gymnastics the CA had to go through in each case to disentangle the motives of a company and its board members from the motives of a wider corporate group demonstrates just how nuanced the flow of decision making can be in a large global business. It seems an odd outcome that the taxpayers may have been better served by sharing less context and information with the directors of the UK debtor company.
What are clients currently asking about?
It’s impossible to answer this question without mentioning the tax changes anticipated in the upcoming Budget, which have created a lot of questions from clients in the last few months, particularly in relation to the taxation of carried interest and CGT more generally. There’s certainly been a lot of crystal ball gazing from tax advisers, but my main hope is that the changes, when they come, are clear and comprehensible enough to give clients assurance of their position going forward. Unfortunately that is increasingly not the case with new legislation and the need to wait for HMRC guidance in order to clarify the meaning or intention of new law creates significant frustration and uncertainty for advisers and their clients.
You might not know this about me but...
I loved travelling in my twenties, but a career and a young family have significantly curtailed my adventures. In an effort to up the step count of my rather sedentary tax-lawyer life, I’ve recently taken up virtual walking challenges. I summited Mt Everest over the summer and recently embarked on climbing Mt Kilimanjaro – all from the relative comfort of a home treadmill.
I’m an M&A tax specialist and my practice stretches across the private equity, finance, technology and life sciences sectors, so I always have a pretty broad variety of ongoing matters on my desk, as well as a daily diet of ‘pop quiz’ questions from clients and colleagues.
If you could make one change to tax, what would it be?
The treatment of UK company directors as employees for tax purposes can create significant complexity for international businesses, as well as a huge amount of cost and administrative hassle, often for a negligible level of taxation from an HM Treasury perspective. As a starting point, introducing a sensible threshold for PAYE obligations to kick in would encourage global candidates with the right credentials to come on board without the disincentive of falling into the UK tax net in relation to small amounts of income and having to grapple with double tax treaty claims (not to mention the Kafkaesque complexity of NICs certificates).
Oh and as a bonus change, as many others have suggested, removing stamp duty from the statute books would reduce the time, cost and complexity involved in private share based transactions and across the capital markets.
What do you know now that you wish you’d known at the start of your career?
One of the most important skills of a transactional tax practitioner is the ability to flex the response to fit the needs of the client and to take a quick read of how much detail they want to hear. Often that means doing a huge amount of thinking and research in order to deliver a pithy non-technical sentence or two, which can seem deflating when you’ve spent several hours – often late night hours – finding the answer, but that may be the best form of advice for a busy deal team trying to get a transaction over the line.
Has a recent tax case caught your eye?
The recent Court of Appeal cases considering the ‘unallowable purpose’ test (BlackRock [2024] EWCA Civ 330, Kwik-Fit [2024] EWCA Civ 434 and JTI [2024] EWCA Civ 652) have highlighted the difficulty of distinguishing between commercial and tax motivations when considering the best structure for a corporate acquisition. It’s clear from these cases that the facts and circumstances leading to the decision to debt fund a UK company are critical to the determination of the business, commercial or other purposes of that funding. But the mental gymnastics the CA had to go through in each case to disentangle the motives of a company and its board members from the motives of a wider corporate group demonstrates just how nuanced the flow of decision making can be in a large global business. It seems an odd outcome that the taxpayers may have been better served by sharing less context and information with the directors of the UK debtor company.
What are clients currently asking about?
It’s impossible to answer this question without mentioning the tax changes anticipated in the upcoming Budget, which have created a lot of questions from clients in the last few months, particularly in relation to the taxation of carried interest and CGT more generally. There’s certainly been a lot of crystal ball gazing from tax advisers, but my main hope is that the changes, when they come, are clear and comprehensible enough to give clients assurance of their position going forward. Unfortunately that is increasingly not the case with new legislation and the need to wait for HMRC guidance in order to clarify the meaning or intention of new law creates significant frustration and uncertainty for advisers and their clients.
You might not know this about me but...
I loved travelling in my twenties, but a career and a young family have significantly curtailed my adventures. In an effort to up the step count of my rather sedentary tax-lawyer life, I’ve recently taken up virtual walking challenges. I summited Mt Everest over the summer and recently embarked on climbing Mt Kilimanjaro – all from the relative comfort of a home treadmill.
