Friday, 14 April 2017

UK: England and Wales: capital gains tax and the state or nature of shares

The ICLR has provided a summary for the Court of Appeal decision Blackwell v HM Revenue & Customs [2017] EWCA Civ 232: see here. The decision is an interesting one concerning the nature of shares for the purposes of capital gains taxation. To quote directly from the ICLR summary:
The state or nature of the shares was to be identified for the purposes of section 38(1)(b) of the 1992 Act by reference to the rights and obligations which those shares conferred or imposed on a shareholder pursuant to the company’s articles of association, and the state or nature of the asset was unaffected by the making or subsequent discharge of the relevant agreement because it was a purely personal agreement between the taxpayer and a third party. The agreement imposed inhibitions on the taxpayer’s exercise of his rights as a shareholder, but the nature and state of the asset constituted by the shares remained the same throughout. It was not uncommercial to apply a juristic analysis of the intangible asset constituted by shares in a company for the purpose of ascertaining its state or nature at any particular time; and to draw a distinction between the rights and obligations conferred and imposed by the shares themselves and personal undertakings by a shareholder to a third party which might restrict the exercise of those rights was both businesslike and legally correct"

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