Business Valuation Courses

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1 The specialist in highly technical, market-driven banking and corporate finance tax training Tax Courses Business Valuation Courses All courses can be presented In-House or via Live Webinar web: redliffetraining.co.uk phone: +44 (0)

2 Advanced Negotiation Issues in M&A Brochure Content Location: London Date: Price:...+VAT PUBLIC COURSES BOOK NOW Tax Issues in M&A UK Commercial Property Understanding The Tax Issues Tax Issues Affecting MBOs Corporate Restructuring - Tax Issues IN-HOUSE COURSES Corporation Tax: 2017 Update Tax Advantages of the AIM Transfer Pricing FATCA: The Important Provisions & Practical Compliance Funds Transfer Pricing To book this course or find out more, please click the Book button

3 Corporate Membership Scheme Our Corporate Membership Scheme gives clients the benefit of discounted course places with absolutely no restrictions. Clients pay an annual subscription fee of VAT to receive 20% discount on all public course and conference bookings irrespective of the numbers booked. You Corporate Membership Scheme can be used once payment is received and will be valid for one year. Our Corporate Membership Schemes are not valid on any courses held on an in-house basis and are in line with our standard Terms & Conditions If you would like to enquire about one of our Corporate Membership Schemes then please call or us for more information. enquiries@rtlimited.co.uk Tel: +44 (0) web: redliffetraining.com enquiries@redcliffetraining.co.uk phone: +44 (0)

4 Tax Issues in M&A Date: 23 May 2018, 02 Oct 2018 Location: London Standard Price: VAT Membership Price: VAT BOOK NOW This seminar considers the taxation implications of buying and selling businesses. The viewpoints of the purchasers and vendors are both considered in depth, with the relevant taxes being covered with worked examples and a case study. The seminar also covers the tax treatment of managers shares and tax issues relating to venture capital. Advising the Purchasers Purchase of shares or trade and assets? Tax relief for goodwill and intangibles Capital allowances considerations, particularly fixtures in buildings Taking advantage of trading losses in target, including the new rules from 1 April 2017 Financing the transaction tax relief for interest costs Stamp Duty and Stamp Duty Land Tax considerations Advising Individual Vendors Pre-sale planning Sale of shares or sale of assets? Maximising CGT entrepreneurs relief The importance of trading company status Tax treatment of consideration cash, shares, loan notes and earn-outs QCBs or Non-QCB loan notes? Tax implications of liquidation following the sale of the trade Availability of CGT entrepreneurs relief for the management team Tax Issues relating to Venture Capital An overview of the Enterprise Investment Scheme (EIS) and Seed EIS Qualifying companies and excluded activities Conditions for the individual investor Significance of being connected with the company The Business Angel rule Venture Capital Trusts Advising Corporate Vendors Pre-sale planning Form of consideration cash, shares, loan notes and earn-outs The substantial shareholdings exemption and the new rules from 1 April 2017 HMRC Clearances, in particular Section 138 TCGA 1992 re capital gains Section 701 ITA 2007 cancellation of tax advantages Tax Issues affecting employee shares Taxation of employee shares including restricted securities Impact on earn outs and MBOs The use of share options to attract and retain key staff To book this course or find out more, please click the Book button

5 UK Commercial Property Understanding the Tax Issues Date: 03 Oct 2018 Location: London Price: 695 +VAT Membership Price: VAT BOOK NOW UK property taxes have become increasingly complex in recent years. There are a number of high risk compliance areas and anti-avoidance provisions that can catch out the unwary and prove very costly in terms of unforeseen tax liabilities and penalties. At the end of the session, participants should be aware of the major tax issues, both compliance and planning, that are likely to arise on construction projects and property purchases or sales. Throughout, emphasis will be given to key cases and the tax traps that you should try to avoid. Overview Definition of commercial land and buildings Which taxes apply Distinction between property investment and property dealing Comparison with the rules for residential property How different ownership methods (e.g. direct/company/trust) impact on the tax charges Expenditure on buildings Capital/revenue distinction, including repairs/renewals relevant case law Allowances for integral plant in buildings The FA 2012 rules on transferring buildings containing fixtures Compliance issues S.198 elections Apportionment issues Lease premiums Tax impact for the tenant Tax impact for the landlord Rent-free periods and reverse premiums Payments under lease dilapidation provisions Mixed use properties apportionment of consideration Importance of the Oates case at the Upper Tribunal in 2014 Practical example of a shop re-fit Calculating taxable rental income The different rules for individuals and companies Tax relief for finance costs How losses can be relieved Capital Gains tax (CGT) Allowable costs Calculating gains and losses On assignment of Freeholds / Long leases Short leases (i.e. < 50 years) On granting Long leases Short leases On transfers to connected persons Tax rates Tax reliefs available FA 2016 anti-avoidance on property deriving its value from UK land and buildings Incorporation of Property rental businesses Trading businesses with significant value in property (e.g. care homes) Compliance issues Planned extension of CGT to non-resident owners of UK commercial land and buildings Inheritance Tax Overview and rates Business property relief (BPR) and Agricultural property relief (APR) Main conditions Why rental businesses do not qualify Anti-avoidance where relevant property funded by debt Stamp duty land tax (SDLT) Rates The different regimes in Scotland and Wales Key compliance issues Anti-avoidance The principal reliefs Group relief Charity relief Sale and leaseback relief Value Added Tax (VAT) The different rates that can apply to commercial property transactions Option to tax land or commercial buildings Why it is done To book this course or find out more, please click the Book button

6 UK Commercial Property Understanding the Tax Issues Continued... BOOK NOW Compliance procedures Common problems and errors Key cases Extracting commercial property from a company Distributions in specie Pension contributions in specie Demergers To book this course or find out more, please click the Book button

7 Tax Issues Affecting MBOs Dates TBD Location: London Price: 350 +VAT Membership Price: VAT BOOK NOW This course is intended to give those involved in MBO transactions an understanding of the taxation traps and planning opportunities that the tax legislation produces. The course will look at issues for the target business, those providing funding and, in particular, the management team. The potential charges under the employment-related securities legislation are particularly important for the latter. As well as explaining the tax rules, importance compliance aspects, such as obtaining (where possible) HMRC clearance in advance of the transaction, will be discussed. Tax issues affecting the target business Acquisition of trade and assets or shares in target? Possible tax charges if target company acquired Preserving trading losses Problems caused by anti-avoidance rules Taxation of Venture Capitalist/ Private Equity Funding Tax treatment of debt and equity Problems with stranded interest Taxation of share buy-backs Taxation of share sales The tax treatment of managers shares Interest on money borrowed to buy shares Capital gains treatment on eventual sale Availability of relief under Enterprise Investment Scheme and Seed EIS Potential income tax charges under employment-related securities legislation Complying with the conditions in the memorandum of understanding between BVCA and Inland Revenue Structuring ratchets to avoid income tax charges on the manager shares Using EMI options to recruit, retain and incentivise key staff Qualifying companies Conditions to be satisfied by employees Exercise conditions, forfeiture, restrictions Disqualifying events To book this course or find out more, please click the Book button

8 Corporate Restructuring - Tax Issues Dates TBD Location: London Price: 350 +VAT Membership Price: VAT BOOK NOW This course introduces delegates to the strategies that might need to be adopted where the split of a company is required in preparation for a business sale (either to the management or to third parties), or prior to a flotation. Other reasons for the demerger or reconstruction can include: to resolve a dispute between shareholders wishing to go their separate ways to protect a group s trading company status to facilitate succession planning to bring real estate currently held within a company into the personal ownership of the shareholders The course will also look at share buy-backs, which can be used to buy out a retiring or dissentient shareholder. It is desirable (but not essential) that delegates have a sound understanding of the basic principles of company and shareholder taxation. Hiving down the target trade Tax reliefs available on a transfer of trade within a group Protecting losses when transferring the target trade into a clean Newco Capital gains implications Including use of the substantial shareholding exemption Stamp duty land tax implications Key cases and problem areas Demergers Statutory demergers, Liquidation demergers and capital reduction demergers Circumstances when each is appropriate Capital gains implications Stamp duty implications Clearance procedures and problem areas Practical examples and case studies Share buy-backs Using the purchase of own shares rules to buy out shareholders Conditions to obtain CGT treatment Problem areas Why a buy-out is often preferable in succession planning Case study To book this course or find out more, please click the Book button

9 Corporation Tax In-House or via Live Webinar ENQUIRE NOW This course provides a summary of corporation tax, with particular emphasis on recent developments including those in Finance Act We also look at recent cases from the courts and tribunals, and at guidance produced by HMRC. The course views the subject from a practical perspective for company accountants, and for accountants in practice who advise companies. The subject is illustrated by many worked examples. This perspective is firmly rooted in the legislation which is quoted throughout the accompanying notes Introduction Scope, brief history and sources of law and guidance Rates, including recent changes and new rate for restitution interest Residence of companies Basic calculation of tax Accounting periods Identifying different sources of income Role of accounting standards Definition of profits, and calculation of adjusted profits Marginal relief for pre-1 April 2015 profits, and augmented profits Trading income Whether a company is trading When a trade commences and ceases What expenses are tax-deductible Valuation of stock and work in progress Post-cessation receipts Loss relief, including newly introduced restrictions Capital allowances Different types of allowance, including annual investment allowance Summary of capital allowance calculations Plant and machinery Cars Features integral to a building Intangible assets (including Finance Act 2016 changes) Reconstructions and amalgamations Other sources of income Loan relationships Investment income Property income Chargeable gains Administration Self-assessment, and directors responsibilities Filing returns HMRC powers of enquiry Due date and penalties Relationship with Companies House filing Payment of tax, including quarterly instalments for larger companies Liquidation of companies Tax planning and avoidance Current position with regard to tax avoidance DOTAS, GAAR, TAAR and other anti-avoidance measures Funding through tax-advantages schemes of EIS, SEIS and VCT Tax-advantaged schemes of investment by employees Other provisions Annual tax on enveloped dwellings Construction Industry Scheme Apprenticeship levy Miscellaneous matters Particular types of company Close companies Research and development, including patent box Charities and voluntary bodies Brief notes on specific provisions for charities, oil companies, shipping and others Extracting profits from companies Consideration of salaries, dividend, rent, loans etc. Substantial shareholding exemption Groups of companies Structure and group relief Consortium relief Transfer pricing To book this course or find out more, please click the Enquire Now button

10 Tax Advantages of the AIM Advanced Negotiation Issues in M&A Date: In-House or via Live Webinar Location: London Price:...+VAT ENQUIRE BOOK NOW Shares traded on the Alternative Investment Market (AIM) are treated as unquoted securities for most tax purposes which means that they attract many tax breaks that would not be available if the shares were fully listed. There are also, however, occasions where the shares have the same tax treatment as quoted investments. This course is intended for those advising business seeking to attract investors as well as those advising the investors themselves. As with many tax breaks, early planning is essential to ensure that the correct structure is in place prior to the transaction proceeding. Capital gains tax business taper Business v non-business taper The importance of trading company status Significant non-trading activities Problems of surplus property and surplus cash Paper for paper takeovers involving AIM securities Significance of shares becoming fully listed Inheritance tax business property relief Other tax consequences of AIM listing Corporate venturing scheme investing in AIM companies Venture Capital Trusts and AIM shares EMI share options can be quoted or unquoted company Gifts hold over relief and AIM shares Gift of quoted investments to charity includes AIM shares Capital loss on unquoted shares set against income 100% business property relief for unquoted Course shares Content Excluded activities not wholly or mainly making or holding investments Excepted assets rule and problems of surplus cash Binding contracts for sale watch shareholder agreements Loss of relief where shares become fully listed The Enterprise Investment Scheme Qualifying companies - unquoted, including AIM Qualifying trades and excluded activities Application of money raised Qualifying investors The connection test The business angel rule To book To book this this course course or find or find out out more, more, please please click click the Enquire the Book Now button button

11 Transfer Pricing In-House or via Live Webinar ENQUIRE NOW This course is intended for those who need to understand transfer pricing. The course is particularly relevant for companies that have branches or companies in different countries that trade with each other. Even if there is no intention to use an international structure to avoid tax, transfer pricing is still a relevant factor to ensure compliance with regulations. The course is set in the context of current international tax agreements with regards to reporting and compliance with anti-avoidance provisions. Various forms of transfer pricing are considered, including thin capitalisation and similar financial arrangements. We look at reporting requirements, obtaining agreements with HMRC and how to appeal against a decision. Introduction and brief history General principle of transfer pricing Current government and international policy Scope of transfer pricing General legal principles Application in relation to securities, loans and guarantees UK transfer pricing rules Who is within the scope of the rules? Definition of small and medium-sized companies Scope of exemption for small and medium-sized entities Issues of residence and non-qualifying territories Transactions within the scope of the rules Nature of control, including linked enterprises and indirect control Provisions for partnerships and joint ventures Control in relation to financing transactions Thin capitalisation Justification of transfer prices HMRC enquiries Advance pricing agreements, with examples Advance thin capitalisation agreements Other aspects Anti-avoidance provisions generally Deduction and receipt schemes Tax arbitrage Appeals General rules for transfer pricing Compensating relief Balancing payments Matching loans and derivative instruments Interaction with capital allowances Application to interest-free loans Self-assessment aspects Keeping adequate records Reporting transfer pricing To book this course or find out more, please click the Enquire Now button

12 FATCA - The Important Provisions & Practical Compliance In-House or via Live Webinar ENQUIRE NOW The 1st Module This is designed to provide a basic understanding of the important aspects of The Foreign Account Tax Compliance Act (FATCA) provisions and the impact it has on the contracts entered into by various financial institutions in the current market. Such provisions will of course vary from institution to institution and from transaction to transaction depending on the nature and type of transaction hence this course seeks to discuss the most common provisions currently in use in today s market. Initially we will set the scene by going through the background of the underlying US legislation from which FATCA emerges followed by the core elements of the FATCA provisions. We will then cover the obligations imposed by FATCA in particular the withholding tax obligation. We will then go through the key terms defined in the legislation such as withholdable payments, sale or disposition, the exceptions and pass through payments. We will cover in detail the types of entities affected by FATCA by discussing the definitions of Foreign Financial Institutions (FFIs) and Non- Financial Foreign Entity (NFFE). We will discuss the financial account, the grandfathered obligations and the concept of material modifications from the FATCA perspective. We will then move on to cover the various models of Intergovernmental Agreements (IGAs) and the timeline for implementation of FATCA. Finally we will go through the typical FATCA representations and warranties and the tax gross up obligation clauses. We will also cover the definition of Affiliates and finish off with a questions and comments session. The 2nd Module This will cover the practical compliance and financial reporting aspects in the UK relating to FATCA. We will discuss the implementation of FATCA in the UK and the UK/US IGA. We will then cover the 4 main obligations of the Reporting Financial Institutions and what information is required to be reported. We discuss the consequences of non-compliance and for avoidance. We go through the key differences between the FATCA regime and the CRS. We then go into detail on submitting a FATCA Return and discuss the HMRC s guidance s on registration and reporting. This course is relevant for in-house lawyers and private practice lawyers alike and bankers involved in structured finance, from the documentation teams to the structurers. This course will also be of relevance to financial institutions such as asset managers, portfolio managers, hedge funds and investors involved in structured finance documentation. 1ST MODULE THE IMPORTANT PROVISIONS Introduction and Scope What is FATCA? Background Core Elements of the FATCA Provisions FATCA Impositions The Withholding Tax Obligation Withholding Agents How Are Entities Affected Foreign Financial Institutions (FFIs) Non-Financial Foreign Entities (NFFEs) The Key Terms Withholdable Payments Definition of US Source FDAP Income Definition of Sale Or Other Disposition Exceptions Pass thru payments Financial Account Grandfathered Obligations Pre-existing Obligations Material Amendments Intergovernmental Agreements (IGAs) Model 1 IGA Model 2 IGA To book this course or find out more, please click the Enquire Now button

13 FATCA - The Important Provisions & Practical Compliance Continued... ENQUIRE NOW Current IGAs Timeline for Implementation Common FATCA Provisions Tax Gross Up Obligations Tax Indemnity Increased Costs Agent Replacement Information Sharing Representations and Warranties Post-Brexit Withholding Concerns Loan Agreements and FATCA Points to bear in mind Payments subject to FATCA Standard LMA Clauses Brexit Implications 2ND MODULE PRACTICAL COMPLIANCE Implementation of FATCA Background Framework of UK/US IGA & UK Regulations Who it applies to Reporting and Non-Reporting Financial Institutions 5 Categories of Financial Accounts and Exemptions Due Diligence Pre 30 June 2014 post 1 July 2014 Information To Be Reported Global Intermediary Identification Number (GIIN) Taxpayer identification number (TIN) Year 2015 onwards Year 2016 onwards NFFEs and Passive NFFEs Submitting FATCA Return HMRC s Registration Guidance Exchange of information Existing Users New Users Completing Registration HMRC s Reporting Guidance Overview of Automatic Exchange of Information (AEOI) Reporting Process Creating an AEOI Return for FIs Online questions Accountholder types Accountholder details and number Account types 4 Main Obligations of Reporting Financial Institutions Registration with IRS Reporting Format for Registration Reporting Structure Reporting Thresholds To book this course or find out more, please click the Enquire Now button

14 Funds Trasnfer Pricing In-House or via Live Webinar ENQUIRE NOW The first day of the course focus on the role of the ALM function being a bank within a bank and covers some aspects of IRRBB positioning and maturity transformation management. It explains, in detail, how the split of the customer rate into FTP rate and commercial margin impacts the P&L result of the ALM function. The analysis is supported by the practical cases and exercises. This section also covers the methodological approach for the incorporation of the indirect liquidity cost into the FTP rate and its respective quantification. The second day is mostly focus on the FTP curve construct and importance of getting it correctly and in transparent way. It provides the audience with the practical examples of techniques adopted by the major market participants and the construct itself. Finally, it analyses the techniques for balance sheet shaping through the FTP process and stimulation to encourage origination of certain product instead of others. Learning Objectives: Understand the FTP rate components and the role of the FTP process Gain knowledge on the FTP construct Gain knowledge on the pricing of contingent liquidity Understand the principles for Interest and Liquidity transfer pricing Understand the balance sheet shaping techniques Who The Course is For: Liquidity managers and IRRBB managers Finance professionals Bank treasurers and treasury professionals ALM professionals Advisors at consultancy firms Bank supervisors Prior Knowledge: Basic understanding of banking treasury/alm aspects Familiarity with Basel III requirements Familiarity with the concept of Interest rate risk and liquidity risk in banks Day One What is Funds Transfer Pricing? Sum of policies and methodologies for the use and generation of liquidity Robust model with different participants involved Maturity transformation as a main source of earnings External pricing versus internal pricing Objectives of FTP ALM role The bank within a bank Match Maturity Transfer Pricing Separating interest and liquidity component within FTP Cost of contingent liquidity ALM - Zero sum game Why is it important to transfer risks to ALM? Case study: calculation of Net Interest Margin in business units and ALM ALM as a business unit Interest Rate positioning, extent of maturity transformation and the optimal amount of liquidity buffer decisions taken within ALM Case study: analysis of the ALM P&L components Case study: hedging IRR - liquidity risk positions and FTP rate To book this course or find out more, please click the Enquire Now button

15 Funds Transfer Pricing Continued... ENQUIRE NOW Interest Transfer Pricing best practices Fixed rate products Floating rate products Prime rate products basis risk Interest rate treatment of items without deterministic maturity Conclusions and questions Case study: calculation of FTP rate for current accounts Liquidity Transfer Pricing best practices Does the liquidity component matter? Case study: example of mortgage pricing Calculation and allocation of contingent liquidity cost to short term assets based on LCR Treatment of behavioural options in FTP (prepayments and liquidity treatment of items without deterministic maturity) Day Two FTP curve set up Short term FTP curve Medium long-term curve Balance sheet shaping through FTP curve: application of management overlays and incentive premium scheme Case study: FTP curve set up in major banks Case study: Balance sheet shaping through FTP Calculation of transfer prices for different products based on LCR and NSFR Introduction to the behaviouralisation concept Behaviouralisation of balance sheet items Case study: pricing of corporate loans and committed lines including LCR and NSFR What if there are more behavioural liabilities than assets? FTP- are there any pitfalls? Importance of transparency FTP as a right pocket left pocket What if FTP model is wrong? Target Operating Model and governance around FTP FTP implementation challenges FTP policy FTP Practice Guidelines To book this course or find out more, please click the Book button

16 The specialist in highly technical, market-driven banking and corporate finance training web: redliffetraining.com phone: +44 (0)