Practice areas

We are recognised as one of the leading tax practices in the City for structuring private equity backed transactions.

We act as lead structuring and tax adviser to a number of funds in relation to domestic and pan-European investment transactions, both primary and secondary.

The principal advantage of Macfarlanes leading on tax structuring is that it results in there being one firm responsible for both the design of a structure and its implementation.

When leading on tax structuring on a deal, we determine the optimal structure for the transaction (including the debt pushdown strategy), produce a structure paper reflecting this (including bank reliance, where required) and then, working with colleagues, implement the structure up to and through closing.

Our complete understanding of all aspects of private equity tax spans fund formation, house matters and deal structuring. It ensures that the structures we develop take account of all issues and the interests of all participators, including investors, carried interest holders, management and the target group itself.

We have significant expertise in co-ordinating the structuring and implementation of non-UK transactions and, over recent years, have led on tax structuring on deals in all the key European jurisdictions and beyond.  Indeed, some of the deals we have structured had only a minimal connection with the UK. We have good relationships with foreign counsel in all key jurisdictions, enabling us to source the most appropriate team for the particular requirements of the transaction.

Away from LBOs, we advise a number of mezzanine, debt and special situation funds in relation to their investment transactions.  In relation to these transactions, we regularly devise and implement novel structures to minimise tax leakage.

We are also experienced in acting for management teams on deals and have particular expertise in developing tax efficient equity based incentive arrangements.

In relation to secondary transactions, we have led on tax structuring on a number of cross-border "direct" secondary acquisitions of investment portfolios and advise a number of investment funds on the tax issues arising on indirect secondary transactions.