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Practice guide: Taxing negative consideration

Upfront payments from seller to buyer on share sales (so-called negative consideration) are on the increase. James Smith and Alistair Craig examine the tax consequences

We often see sellers who wish to dispose of an underperforming business finding that they are required to give away the subsidiary or even being required to make a payment to the buyer.

While this may seem an odd thing for a seller to do it can often be the case that the costs for a seller in shutting down a company especially where the seller does not want to put the subsidiary into insolvent liquidation will be greater than the payment it would need to make to a buyer.

The...

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