Vermilion Holdings Ltd v HMRC

In Vermilion Holdings Ltd v HMRC [2021] CSIH 45 (20 August 2021) the Inner House of the Court of Session acting by majority has reinstated the First-tier Tribunal decision that the grant of a replacement option by a company to its director did not fall within ITEPA 2003 s 471 and therefore was not an employment-related securities option.

The option in question had originally been granted in 2006 by Vermilion Holdings Ltd (Vermilion) to a consultant company in payment for corporate advisory services that it had provided to Vermilion. Mr Noble was an owner and director of the consultant company and after Vermilion subsequently came into financial difficulty Mr Noble was appointed as a director of Vermilion in order to assist with this. As part of Vermilion’s restructuring it also became necessary to amend the terms of the 2006 option which...