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Secondary Buy-Out Problems

 
Liz Morgan and Catherine Robins partners in Pinsents' Tax Group consider how the restricted securities provisions introduced in this year's Finance Act apply to share for share exchanges
 
In the current climate secondary buy-outs of venture-capital-backed companies are becoming increasingly common. Whereas flotation was often previously seen as the most likely way for the Institutions to exit from a company (Oldco) it is now more likely that instead one Institution will exit and another will take its place. Indeed in the case of technology-based companies it is not uncommon for there to be a series of refinancings in a relatively short period. A secondary buy-out will usually be structured by forming a Newco in which the new Institution will invest. Newco will then purchase the shares of Oldco paying cash to...

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