15 Apr 2014

Acquisitions & Disposals

Over the years we have been advising on complex transactions involving asset and corporate acquisitions and disposals, and farm-outs. In such transactions, tax considerations are important as tax could present a significant cost to a seller or a buyer. A range of our services includes:

  • Assisting companies to understand the tax aspects of buying or selling assets and shares
  • Structuring acquisitions and disposals with a view to minimising the tax cost, current and future, taking into account commercial circumstances
  • Tax due diligence
  • Review of tax modelling assumptions and the tax components of the economic models
  • Assistance with Sale and Purchase agreements (SPA) and completion statements

Advising on complex transactions involving acquisitions and disposals.

We are often involved in all aspects of sale or acquisition process – bid, evaluation of tax attributes, due diligence, SPA process, allocation of consideration with a view of achieving the best tax result in the interests of the client.

We have an established method of working for both seller and buyer which helps with a smooth completion of the transactions.

In particular we have a system of “Chinese walls” that enable our partners to work separately on a transaction such that the partners can act for different bidders or in some cases both for separate bidders and the seller. This system has been in place for many years and has worked well.

Examples of some of the recent transactions we have been advising on include:


OMV – Sale of all of their UK assets to Siccar Point

JX Nippon – Sale of part of their interest in Mariner to Siccar Point

Summit – Sale of company to Ithaca including Pierce Cook and Wytch Farm

Igas – Farmout of onshore assets to INEOS


SSE – Purchase of Laggan Tormore from Total

Zennor – Purchase of a package of assets from First Oil

Edison – Purchase of Scott Telford from Apache

Faroe Petroleum – Purchase of the Roc UK interests

Rockrose – Purchase of Marathon Oil UK assets

Itahca – Purchase of the majority of Chevron’s UK upstream assets