Home / Europe / United Kingdom / Tax / Restructurings and Reorganisations

Restructurings and Reorganisations

Back to Tax

The CMS tax team provides UK and multinational groups with bespoke structuring services to achieve commercial aims tax efficiently.  

Whether you are seeking to prepare your group for a sale or acquisition, return value to shareholders or reorganise your group structure, adopting a structure that works from a tax perspective is key.  Our large London tax team works with the wider CMS network to design tax efficient corporate restructuring plans and to project-manage them through to completion.

The CMS tax team assists with

  • Pre-sale restructurings – corporate restructurings such as a demerger or hive-down of part of a business are often required prior to sale.  This can achieve a more tax efficient outcome, but the considerations are numerous and complex.
  • Returns of value – whilst the opportunities to return value to shareholders in the form of capital rather than dividend income have reduced, there are still opportunities where securing capital treatment is permissible, although this requires careful planning.  
  • Group reorganisations - whatever the reason for your reorganisation, it is important that the restructuring does not trigger “dry” tax charges and preserves or improves your group structure’s tax efficiency going forwards.

Why you should use CMS for corporate restructurings

  • As one of the largest tax teams in a London law firm we can deliver large, labour-intensive projects within commercial timescales.
  • The tax team includes specialists in employee incentives and private client tax and is part of a 500 strong international tax group across > 70 offices worldwide. We can advise on all aspects of a restructuring for the group and its corporate and individual shareholders.
  • As lawyers, our advice will typically be subject to legal professional privilege.
  • Integrated tax and corporate legal advice delivered by a single professional firm meaning that:
    • key legal issues are flagged at the outset (e.g. around beneficial ownership passing or the conditionality of contracts);
    • we work with specialists across the firm, including our market leading IPreal estate, financeemployment and pensions teams, to ensure that all of the relevant considerations are factored into the structure;
    • we find solutions with our colleagues quickly and collaboratively;
    • we move seamlessly from design to implementation (minimising the risk of issues only coming to the surface during implementation); and
    • no need for additional tax resource to connect the tax advice (if provided by another adviser) with the legal advice and implementation.
  • The above efficiencies help us to deliver cost-effective and swift solutions.

Highlights of our recent tax experience

  • Gamesys (now Anzo), a multinational online gambling and games content group, and its shareholders, on the structuring of the demerger and sale for £490m of its online gaming business to JPJ Group Plc (now Gamesys Group Plc).
  • Galliford Try plc, a listed UK construction and house building group, on the structuring of the demerger and subsequent sale for £1.1bn of its homes and partnerships divisions to Bovis plc (now Vistry plc).        
  • Advance on the structuring and acquisition of Stage Entertainment, one of the world’s largest theatre producers and owners, in a complex transaction which spanned multiple jurisdictions.
  • Ministry of Sound on the demerger of its iconic compilations and record label business from its remaining activities and the sale of the former to Sony Music.        
  • A UK online payment services provider on the structuring of a simultaneous acquisition and investment by private equity, creating a new joint venture arrangement.        
  • Oil and gas services: advising on a demerger and corporate and debt restructuring across a number of jurisdictions for an oil and gas services company prior to the disposal of the demerged business.
  • M&G on a £400m demerger of the M&G High Income Investment Trust plc.         
  • Aspire pharma, a privately owned UK pharmaceuticals group, on the demerger of its business divisions to reflect their autonomy and to prepare for exits at the shareholder level.        
  • BBC Studios on the structuring of a partition of the UKTV joint venture with Discovery. 
  • Warner Music Group on the creation of a new UK-centric royalty distribution model enabling music royalties from digital sales to be accounted for to repertoire owners worldwide.        
  • French-owned Sporting Group, which includes UK spread betting operator Sporting Index, on an internal reorganisation of its intra-group debts and holding companies.          
  • A leading multinational media group with tax advice across multiple jurisdictions concerning the separation and sale of different television broadcasting businesses.


Advising the Board