corporate restructuring

Corporate restructuring can take many forms.  At its most basic, it involves the consolidation of a group or the division of a company into group companies.  These simple restructurings are usually driven by the basic aim of ensuring that the corporate structure reflects underlying commercial activities.  More commonly however, corporate restructuring is associated with some wider purpose such as a return of funds to shareholders, a tax planning scheme or a scheme to reschedule company debt. Whichever you are considering and whether you’re looking to prepare a business for sale, divide up an existing business between different groups of shareholders or just simplify an existing group structure in order to increase business efficiency, White & Black can assist you in achieving your aims.

We have experience of innovative restructuring exercises as well as extensive knowledge of the more well-known processes, and we will work with your existing tax and accounting advisers in order to produce a restructuring plan which is cost-effective, tax-efficient and delivered on time.  In particular, we can advise on the following:

• reorganising as a precursor to a sale or an acquisition
• “direct dividend” demergers
• “three-cornered” demergers
• section 110 liquidation schemes
• indirect reductions of capital
• part 26 Companies Act 2006 schemes

A corporate re-structure will often take the form of a reconstruction.  These typically involve the transfer of all or part of the undertaking of one company to another company which then carries on that undertaking in succession to the first company.  Again, it is common for both companies to have substantially the same shareholding structure and this is often driven by tax considerations.  On occasions, reconstructions are undertaken as part of a “scheme of arrangement”. These schemes are now regulated under the Companies Act 2006, the relevant provisions of which came into force in April 2008. Such schemes require court approval but are incredibly flexible and can accommodate virtually any type of compromise or arrangement between a company and its creditors and shareholders or indeed any internal reorganisation, merger or demerger provided the requisite shareholder / creditor approval is obtained.