BPP holdings Supreme Court decision

The Supreme Court has dismissed HMRC’s appeal in a long running case between the BPP Group of companies (who provide professional and academic education) and HMRC. The case initially centred on the VAT liability of supplies of books and education by BPP. BPP had a corporate restructure in 2006 and began to use one company to supply the books (BPP University College of Professional Studies Ltd) and another company (BPP University College of Professional Studies Ltd) to supply education. BPP argued there were two separate supplies, that of zero-rated books and standard-rated education. HMRC disagreed and argued that the supplies should be treated as one standard-rated supply and issued two VAT assessments. In May 2013, BPP appealed this decision to the First-Tier Tribunal.

What followed was a number of procedural delays by HMRC. HMRC applied for an extension of time, which BPP did not oppose. Disclosure was ordered for 17 December 2013 and HMRC provided it a few days late. A further deadline of 31 January 2014 was set for HMRC to provide information with the warning that if they failed to do so they faced being barred from taking further part in the proceedings. Whilst HMRC did serve a response on 31 January, BPP argued that the response did not provide the requested information and applied for an order barring HMRC from taking further part in the proceedings. This order was granted by the First-Tier Tribunal. HMRC appealed to the Upper Tribunal who reversed this decision. BPP then appealed to the Court of Appeal who restored the First-Tier Tribunals initial decision.

The Court of Appeal decision was appealed to the Supreme Court to make a final ruling. The Supreme Court agreed with the First-Tier Tribunal Judge that this decision involved two unpalatable choices. Making the debarring order, which she described as draconian, or not making the order, which, to use the vernacular, would have meant that HMRC effectively would have got away with it. In this case HMRC’s reticence in supplying information within the requested timeframe has meant the loss of an important case.

Planning note:

This case may have significant ramifications in other situations where HMRC is reticent in meeting deadlines set by the courts and we may see an increase in applications for barring orders.

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The Tax Man

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Business Valuation in Distress

Take advantage of our impartial and rigorous due diligence procedures

FD in The Cupboard

Our innovative ideas are here to improve your business performance and secure appropriate and cost effective funding

The Tax Man

The Tax Man

A new client was introduced to us via a recommendation with whom we arranged to meet on a regular basis in order to determine a number of changes that we felt were needed to their business structure. The client was at the time operating as a husband and wife partnership. The business was flourishing and had a number of large contracts with big organisations.

At the start of the process they were still heavily immersed in their day to day operations so we can get a full flavour for their ambitions, aspirations and growth plans. We quickly recognised there were sufficient tax savings which can be achieved by changing the structure from a partnership to a corporate entity. We carried out a business valuation and disposed of the goodwill from the old to the new business. Unfortunately, as often is the case with efficient tax planning, HMRC got involved and disputed our valuation.

An HMRC investigation can be a very stressful time for any client, even for those best prepared. However, our client had minimal input in the HMRC communication as we dealt with this professionally behind the scene. As an added benefit, our client could rest on the security that all work was covered by insurance and therefore all costs and time in dealing with this enquiry were covered by the fee protection policy we had put in place.

The initial approach taken by HMRC was very aggressive and they tried to present an argument that there was no goodwill in the business. We challenged HMRC’s view that the goodwill was worthless. After lengthy correspondence and numerous telephone calls, HMRC agreed 100% with our original valuation, which preserved our original tax saving plan for the client. Tax savings on this case where in the region of £75K at the outset, with ongoing savings of £6,000 per annum. We are pleased to add another happy client to our portfolio.

Business Valuation in Distress

Business Valuation in Distress

Selling a business is never an easy process, but when disputes arise, the need for a reliable third party due diligence process is even greater.

Tearle & Carver have extensive understanding of the requirements for remaining objective when managing a potentially difficult company buyout. In one such case, we were approached by the courts to act as independent accountant for an acrimonious business sale in which one partner was exiting the business and selling shares to the other. Given the circumstances, both sides had totally polar views of what their business was worth.

After arranging an initial meeting with the company, we were thorough in ensuring we completed due diligence, validating the figures in the accounting records, carrying out adjustments where appropriate, and drafting a set of reliable management figures within the framework required by the court.

A draft version of the report detailing our findings and conclusions was submitted to both parties, giving them the opportunity to voice any queries or concerns and ensure all relevant factors had been taken into account.

Through this process, we were able to submit a final report to the courts that was both binding and acceptable to both parties, effectively resolving what could otherwise have been a time consuming and costly process for all sides.

FD in The Cupboard

FD in The Cupboard

For smaller companies, it is often not possible or cost effective to pay for a full-time Financial Director.
Many of our clients therefore make use of Tearle & Carver’s extensive expertise to provide the services of an FD as and when required.

In this case, we were approached by the management team of an organisation looking to acquire the existing business via an MBO (Management buy out). Their business plan had proved ineffective for securing funding, and what they needed was financial expertise from someone with a developed understanding of the company’s internal workings.

Tearle & Carver helped deliver the solution our clients were looking through utilising our bank contacts in order to make the MBO viable, while also building a robust business plan and preparing our client for the rigorous vetting process. To help with cash flow issues, we introduced factoring which led to improved cash flow management.

We advised on the appropriate business valuation and structure, and continued to prepare monthly accounts to track profgress once the management were fully in command of all the information they needed to move their business forward.

In order to best assist these clients through the crucial first year of ownership, we attended board meetings on a regular basis, a service that we continue to provide to date.

With our continually developing understanding of their business, this client is able to remain confident that Tearle & Carver can provide any financial support they may need, now and in the future.