Private equity deal structuring tax


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

We act as lead 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 advice is that it results in there being one firm responsible for both the design of a transaction structure and its implementation. We can advise on the structure for the transaction, 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 non-UK transactions and, over recent years, have provided the tax advice for 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.

Away from LBOs, we advise a number of mezzanine, debt and special situation funds in relation to their investment transactions.

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

In relation to secondary transactions, we have provided the principle tax advice 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.


  • "We have found Macfarlanes to be a credible alternative to the Big Four on a number of private equity tax structuring engagements. Their cross-border experience and level of client service is impressive and the fact that they regularly advise on all aspects of a private equity transaction - equity, debt, corporate and pensions etc - provides comfort that the final tax structuring product properly contemplates all relevant aspects of the transaction."

    Tom Speechley - Executive Director, Abraaj Capital

  • "They are very sophisticated in the private equity tax space."

    Chambers Europe 2014

  • "Macfarlanes has an unquestionable expertise in all aspects of private equity tax and they combine this with a pragmatic and proactive approach. This makes them the only choice for us."

    John Snook - CBPE Capital