M&A Foundations · glossary
The UK tax on share transfers: £5 for every £1,000 of the price, normally paid by the buyer. The buyer cannot be registered as shareholder until the transfer is stamped. Solaris is Irish, so in Sunrise it is Irish stamp duty, and clause 16.2 puts it on the Buyer. Clause 16.2 · Chapter 15
Explained in Chapter 15, Completion and Beyond, of M&A Foundations.
Tax pulls on the choice too. Transfers of shares in a UK company attract stamp duty of £5 for every £1,000 of the price, normally borne by the buyer — a deliberately gentle rate. Asset deals escape that duty on most assets, but land attracts its own, usually heavier, transfer taxes, and VAT can apply to some asset sales. A corporate seller may also effectively be taxed twice (once when the company sells the assets, again when it extracts the proceeds). The classic result…Read Chapter 3, Deal Types and Structures →
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