Tax Aspects of Corporate Reconstructions - 2027 Virtual Conference

Introduction

Reconstructions have always demanded careful tax planning. Now, the ground is shifting at every stage of the process. HMRC is consulting on fundamental changes to the distributions legislation. New anti-avoidance rules test each step of a transaction rather than its overall purpose. A new duty to correct could also expose directors if past errors surface during a restructure.

Chaired by Philip Ridgway of Temple Tax Chambers, this virtual conference explores what these changes mean for demergers, share exchanges, capital reductions and buybacks. You will learn where HMRC challenges are most likely to arise and what has gone wrong for others in practice.

You will come away able to structure with confidence, spot problems before completion and protect your clients and their boards.

Conference Agenda

This live and interactive 5-hour conference will cover the following:

10am-11am: Corporate Reconstructions After the Distributions Review: The 2027 Tax Implications for Demergers, Capital Reductions and Share Buybacks

Philip Ridgway, Temple Tax Chambers

HMRC are consulting on some fundamental changes to the distribution legislation, including the abolition of capital reduction demergers, relaxation of the purchase of own share rules and possible changes to the transactions in securities rules.

Learning Outcomes

• Understand what implementation of the changes proposed in the consultation mean for demergers
• Identify other key changes which might affect their clients

Morning Break

11:10am-12:10pm: Reconstructions Gone Wrong: Lessons from the Cases That Didn't Go to Plan

Nick Wright, Head of Corporate Tax, Jerroms Miller

Most reconstruction training tells you how to get it right. This session does the opposite. Drawing on real cases where corporate reconstructions and demergers have gone wrong (sometimes expensively) it examines why they fail, how to spot the warning signs before completion, and what the consequences look like when the analysis, the clearances or the implementation don't hold up. From distributions that should have been capital, to stamp duty charges nobody priced in, this is a practical, case-led look at the pitfalls every adviser working in this area needs on their radar.

Learning Outcomes

• Identify the most common technical and practical points at which corporate reconstructions and demergers go wrong, and understand the root causes behind them
• Recognise the early warning signs in a live transaction and apply practical checks to catch problems before completion rather than after
• Appreciate the tax, commercial and professional consequences of getting a reconstruction wrong, illustrated through anonymised real-life case studies

12:10pm-1:10pm: Share Exchanges, Demergers and Holdco Insertions: Navigating the New Partial Denial and Step Based Anti Avoidance

Patrick Way KC, Field Court Tax Chambers

The anti-avoidance rules governing share exchanges, demergers and holding company insertions have shifted significantly, moving away from a straightforward purpose test towards a more granular, step-based analysis of each stage in a transaction. This session examines how the new partial-denial mechanism operates in practice, where it departs from the previous regime, and the practical implications for structuring these transactions going forward. Drawing on recent case developments and HMRC's evolving approach, the session will consider where the areas of greatest uncertainty lie and how these can best be navigated.

Learning Outcomes

• Understand how the step-based anti-avoidance framework applies to share exchanges, demergers and holding company insertions
• Be able to identify where the partial-denial rules are most likely to bite and the transaction features that increase this risk
• Gain practical insight into structuring these transactions to minimise anti-avoidance exposure under the new regime

Break for lunch

2pm-3pm: Corporate Reconstructions After the 2025-26 Anti-Avoidance Reforms: What Now Triggers HMRC Challenge?

David Southern KC, Field Court Tax Chambers

Following the 2025-26 anti-avoidance reforms, HMRC's approach to challenging corporate reconstructions has tightened considerably, with a marked shift towards scrutinising the commercial substance and sequencing of transactions rather than relying solely on the statutory purpose test. This session explores what now triggers HMRC challenge in practice, drawing on recent enquiry activity and case developments to identify the transaction features that are attracting closer attention. It will consider how the revised framework is being applied in practice and what this means for advisers structuring reconstructions going forward.

Learning Outcomes

• Understand the key changes introduced by the 2025-26 anti-avoidance reforms and their practical impact on corporate reconstructions
• Recognise the transaction features and structures most likely to attract HMRC challenge under the revised framework
• Be able to identify emerging trends in HMRC enquiry activity and recent case developments in this area
• Gain practical insight into structuring reconstructions in a way that reduces the risk of challenge

Afternoon break

3:15pm-4:15pm: Will the New ‘Duty to Correct’ Affect Reconstructions?

Philip Ridgway, Temple Tax Chambers

Reconstructions often require a review of past transactions. What happens if the review finds mistakes? Where tax issues are identified and not reported any resulting loss of tax will be treated as arising from deliberate behavior. Directors could become liable for uncorrected inaccuracies. Can these risks be managed?

Learning Outcomes

• Understand how the rules might apply to demerger situations
• Understand where the risks lie
• Take steps to protect clients in the event that past mistakes are identified

Recording of live sessions: Soon after the Learn Live session has taken place you will be able to go back and access the recording - should you wish to revisit the material discussed.