Introduction to new A&M Taxand Manchester team

Nick Walton

A&M Taxand is delighted to welcome Nick Walton as a Senior Director to our new A&M Taxand team in Manchester. Nick is the first A&M Taxand employee to join our existing Manchester office as A&M expands our regional tax capabilities and tax offering.

Nick brings more than 10 years of experience in corporate and international tax advisory with a specific focus on mergers and acquisitions and transaction tax, having advised on a significant number of transactions for both infrastructure and mid-market private equity firms.​

His experience includes leading on the key tax workstreams as part of the acquisition, including both tax due diligence and structuring, advising the portfolio companies on post-acquisition strategy, strategic acquisitions and refinancing, structure maintenance and IPO/exit readiness. Nick also advises on the tax aspects of the sale process including the due diligence and exit structuring.​

Prior to joining A&M, Nick was a Director in the M&A and Funds Tax group of Deloitte. ​

Contact Nick Walton at nwalton@alvarezandmarsal.com.

Matt Bell

We are also delighted to welcome Matt Bell as a Director to our A&M Taxand team in Manchester.

Matt specialises in advising financial investors in the infrastructure space, with a particular focus on supporting clients on both domestic and international tax matters, tax due diligence and structuring services.

With over 7 years of transactions tax experience, Matt has provided both buy-side and sell-side advisory services to a broad range of clients, including corporates, private equity houses and infrastructure funds.

Contact Matt Bell at mbell@alvarezandmarsal.com.

Guest blog “Changes on the horizon” from Kathleen McLeay, CEO at NCM Fund Services Limited

We have seen a lot in the press recently regarding various property bond scandals so it is unsurprising that the Financial Conduct Authority (“FCA”) appear to be ramping up their focus on marketing and distribution of funds to those they consider “unsuitable” to be investing (both formally and by less obvious means).

Targeting a more widespread audience, the FCA’s new discussion paper on the financial promotion rules for high-risk investments and firms approving financial promotions was issued at the end of April. This covers the proposed strengthening of the rules around classification of high-risk investments; further segmentation of the high-risk investments market; and the role of an authorised firm that approves a financial promotion.

In relation to high risk investments, the FCA is considering changing these classifications and is seeking views on whether there are any investments which are not currently subject to marketing restrictions which should be and, should they change how certain types of investments are currently classified under the financial promotion rules, consequently changing the level of restrictions that apply. They are also proposing new rules to strengthen the categorisation of retail investors (as high net worth, sophisticated or restricted investors) where rules restrict the communication of financial promotions to retail investors who meet the relevant criteria; improve risk warnings to help consumers better understand and engage with them; and add “positive friction” to the consumer journey when making high risk investments that will lead to more effective decisions.

The FCA is clearly concerned with striking a balance between allowing investors who have the financial resources to accept higher risk to do so, and ensuring that such investors understand the risk they are taking.

Of interest to firms who approve financial promotions, the FCA is considering widening the scope of these rules which ultimately can only make it more expensive for those looking to set up a fund and who want to have this approval. However, post the changes the FCA made to the rules to deal with crowdfunding some years ago, s21 approval is actually no longer necessary. It could be argued that by trying to deal with one issue, the FCA’s unintended consequence was that offerings can be made within the rules without a FCA regulated person involved on which the FCA can have redress.

The deadline for comments is 1st July and it will be interesting to see the proposed rule changes announced as a result later this year as marketing of a fund is fundamental to all managers so potentially has quite a far reaching impact.

A less obvious change in approach has been in relation to the requirement for a new property fund manager (within certain criteria) to register as a small registered Alternative Investment Fund Manager with the FCA. Historically these applications were turned around very quickly with no, or very limited, questions being asked about the offering etc. However in recent months we have had a number of clients who have had very detailed questions going back and forward for a number of weeks adding additional time into the fund launch process. All the clients involved use different legal providers and are all reporting the same so worth keeping under consideration when looking at a fund launch timetable. It is no longer the opening of a bank account which can cause delay!

Employment Related Securities ("ERS") reporting reminder for 6 July 2021

We wanted to provide another reminder that following the end of the 2020/21 U.K. tax year, annual ERS returns should be submitted to HMRC by 6 July 2021. 

The ERS annual return will report any new or existing share plans (including co-investment and carried interest entitlements) to HMRC for 2020/21 and involves a number of key tasks, including:

• Registering new share plan arrangements;
• Verifying or self-certifying the tax-advantaged plans in place; and
• Submitting annual returns with all reportable events (including nil returns).

All ERS annual returns should be filed with HMRC on or before 6 July 2021 for the tax year 2020/21, with late filings resulting in an automatic penalty and potentially significant consequences for tax-advantaged plans.

If you need any assistance or if you are unsure whether you are required to file an ERS annual return for 2020/21, please don’t hesitate to get in touch.