In Finn & others v HMRC (TC03555 – 9 May 2014) the First-tier Tribunal held that the taxpayers had forfeited their right to enterprise investment scheme (EIS) relief as a result of a merger implemented as a reverse takeover.
The taxpayers had subscribed shares in a start-up company called ProtonStar. The company traded in LED lighting and all the conditions for EIS relief were satisfied. Another company Enfis which engaged in a similar trade had been formed slightly earlier; Enfis had however secured an alternate investment market (AIM listing) which made it valuable. However the AIM listing would be lost if ProtonStar were to acquire Enfis so the two companies were merged by way of a reverse takeover.
Enfis dropped its trade to a newly incorporated subsidiary. Enfis then acquired all the shares in ProtonStar in exchange for an issue of 78% of...
