Mergers and Acquisitions and Corporation Tax (Hosted in DIFC)

Course Overview

As the United Arab Emirates continues to align its regulatory landscape with global standards, understanding the tax implications of Mergers and Acquisitions (M&A) has become a critical necessity for legal and financial professionals. This course, part of the Dubai Government Legal Affairs Department’s Continual Legal Professional Development (CLPD) Programme, offers a comprehensive deep dive into the UAE Corporate Tax (CIT) Law as it pertains to complex corporate transactions. Participants will gain the expertise needed to navigate the evolving tax environment, ensuring excellence and compliance within the Emirate’s legal industry.

What You Will Learn

The curriculum examines the fundamental tax issues inherent in M&A, including historical liabilities, choice of acquisition vehicles, and the critical distinction between asset and share deals. Students will master the “No Gain or Loss” provisions under the UAE CIT Law, specifically focusing on:

* Qualifying Group Relief: Understanding the 75% ownership requirements and the mechanics of tax-neutral intra-group transfers.

* Business Restructuring Relief (BRR): Analyzing share-for-share exchanges, de-mergers, and the strict conditions required to maintain tax neutrality.

* Participation Exemptions: Exploring how to achieve tax-exempt dividends and capital gains through qualifying shareholdings.

Key Focus Areas

* Risk Mitigation: Master the art of Tax Due Diligence to identify historical exposures and optimize transaction outcomes through warranties and indemnities.

* Tax Optimization: Learn to navigate the Specific Interest Deduction Rule and utilize Tax Loss Relief, including the transfer of unutilized losses between group entities.

* Compliance & Clawbacks: Understand the two-year “freezing period” and the circumstances that trigger tax liability at market value.