Advisory and regulatory
Transaction and tax-aware structuring
We structure transactions and groups so that their legal form and their tax treatment are considered together from the outset.
Overview
The legal structure of a transaction and its tax consequences are inseparable. A sale of shares and a sale of assets, a loan and a preference share, a company and a trust: each choice carries different tax outcomes, and those outcomes are often decisive. Our structuring work ensures that tax considerations shape the legal structure from the beginning rather than being addressed after the documents are settled.
We work alongside the client's registered tax practitioners and accountants, who provide the formal tax opinion and attend to filings with the South African Revenue Service. Our role is to translate the agreed tax position into a legal structure and documentation that delivers it, and to identify where a proposed structure may raise tax questions that require specialist input.
This integrated approach is particularly valuable in group restructurings, acquisitions, property transactions, employee share schemes and succession planning.
Services
What the work involves
Transaction structuring
We consider the tax implications of alternative transaction structures with the client's tax advisers, and design the legal structure and documentation that best achieves the client's commercial and tax objectives. Considering the alternatives before positions harden often produces a materially better outcome for the client.
Group restructuring
We implement group reorganisations, including transfers of assets and shares within groups, and coordinate with tax advisers on the availability of relief for qualifying intra-group transactions. We sequence the steps carefully and prepare the resolutions, agreements and filings each step requires.
Funding instruments
We advise on the legal terms of debt, preference share and hybrid funding instruments with an understanding of how their terms may affect their tax treatment, and coordinate with tax advisers where specific rules apply. Precise drafting is essential where the tax treatment depends on the terms of the instrument.
Employee and management schemes
We structure employee share ownership and management incentive schemes with the tax position of the company and the participants in view. We aim for schemes that are attractive to participants and sustainable for the company.
Property and holding structures
We advise on the legal structures through which property and investments are held, coordinating with tax advisers on transfer duty, capital gains and other consequences. The right structure, settled before acquisition, avoids costly restructuring later.
Succession and trust structures
We design trust and succession structures with the client's tax advisers, so that the arrangements are effective and sustainable. We make sure the trust deed, the will and the company documents work together.
Cross-border structures
We structure cross-border investments and group arrangements with input from tax advisers in the relevant jurisdictions. We coordinate the advice so that the structure works in each jurisdiction concerned.
Who we work with
Businesses undertaking acquisitions, disposals and reorganisations; groups restructuring their holdings; founders and investors; families planning succession; and the tax advisers and accountants who work with them.
How we work
Integrated from the start
Tax and legal structure are considered together before documents are drafted.
Working with specialists
Formal tax opinions and SARS engagements are provided by the client's registered tax practitioners.
Documented precisely
The documents are drafted to deliver the agreed tax position.
Common questions
Do you give tax opinions or deal with SARS?
No. Formal tax advice and engagement with SARS are provided by registered tax practitioners. We work with them so that the legal structure and the tax position align.
Technically sound. Commercially minded.
Advice that begins with technical precision and extends to the commercial and strategic judgement that founders, owners and executives rely on.