The Tax Hour

What really happens when a business moves to an EOT? Join Nick and Ryan for the latest episode as they explore the practical issues business owners can face once they have made the move.

00:00 Introduction to The Tax Hour and Employee Ownership Trusts

01:12 What is an EOT and why do businesses use one?

02:34 EOTs as a business model vs a tax-saving scheme

03:27 How EOTs are structured and how employees benefit

04:51 The financial benefits for employees

06:14 Selling an EOT-owned business: are employees better off?

07:26 How the 2025 changes affect the tax position

09:03 Disqualifying events and the four-year clawback period

11:46 What happens when an EOT-owned business is sold?

14:36 Are EOT employee benefits enough to retain key staff?

15:27 Alternative incentives for senior management

16:19 Life after deferred consideration is repaid

17:45 Trustee independence and governance requirements

19:40 Key EOT qualifying conditions and employee participation

21:10 Employee turnover and the risk of breaching EOT conditions

22:17 The four-year rule: benefits and risks for vendors

23:58 UK trustee residence requirements

25:32 Market value requirements and business valuations

27:07 The EOT sale process and HMRC clearances

28:29 Do EOT transactions need more than one valuation?

29:37 Funding EOT purchases and distributions relief

32:00 Using EMI share options alongside an EOT

33:26 Can minority shareholders sell their shares to an EOT?

35:01 The tax challenges of buying additional shares

36:32 How can an EOT fund a further share purchase?

38:24 Company law restrictions and funding difficulties

39:44 Using an employee benefit trust as an alternative

40:24 Could an EOT structure work like a management buyout?

42:13 Business restructures, property and ring-fencing risk

44:39 Planning exit routes for minority shareholders

45:51 Is an EOT still a good succession option after 2025?

46:38 Paying CGT when consideration is deferred

47:34 What happens when vendors write off deferred consideration?

48:15 How the 2024 and 2025 reforms have changed EOTs

49:04 The history of EOTs as a tax-free exit route

51:03 The 12% CGT rate and the risk of disqualifying events

53:22 The challenges of unwinding an existing EOT

54:09 Why selling out of an EOT can be difficult

55:15 EOTs and private equity investment

56:21 Corporation tax deductions for employee share schemes

57:42 Corporate trustees and EMI tax relief

58:47 How HMRC views EMI valuations in EOT businesses

1:00:12 The tax implications when an EOT-owned business is sold

1:01:39 HMRC enquiries, readily convertible assets and employee tax

1:04:20 The impact of corporate trustees on employee share schemes

1:05:21 Alternatives to EMI: growth shares and other incentives

1:06:18 Planning for emerging EOT tax issues

1:07:01 Key takeaways: making EOTs work for the right business

1:08:02 Quickfire round: improving EOTs and spotting red flags

In this episode of The Tax Hour, our host Nick Wright is joined by Holly Threlfall, Partner and Head of corporate and commercial of Wilson Browne Solicitors. Together they explore the legal and commercial realities of selling a business, and why early preparation is critical to protecting value and avoiding costly surprises during a transaction.

00:00 Introduction

00:00:40 Why You Should Start Planning a Business Sale Years in Advance

00:02:30 Who Should Be on Your Deal Team?

00:12:35 How to Prepare Your Business Before Going to Market

00:15:10 Warranties, Disclosures & Avoiding Expensive Mistakes

00:18:35 Tax Planning That Could Save Hundreds of Thousands

00:20:40 Getting Your Business Structure Right

00:21:45 What Buyers Look for During Legal Due Diligence

00:24:55 Warranties, Indemnities & Purchase Price Reductions

00:38:15 Deal Fatigue: Why So Many Sales Become Stressful

00:40:35 Earn-Outs, Completion Accounts & Negotiating the Final Deal

00:51:15 Finding a Buyer & The Typical Business Sale Process

00:52:20 Managing Expectations From Heads of Terms to Completion

00:53:10 What Happens After the Deal Completes?

01:04:17 Final Takeaways

In our latest episode of The Tax Hour, Nick is joined by Bill Dodwell, former Head of Tax Policy at Deloitte and former Tax Director of the Office of Tax Simplification (OTS).

Together, they explore what tax simplification really means and whether it is genuinely achievable within a modern, globalised economy.

Key themes include:

-What simplification actually is

-Why the system is complex

-The role of the OTS -Three routes to simplification

-The importance of tax education

-Whether National Insurance and Income Tax could ever be merged

In this episode of The Tax Hour, our host Nick Wright welcomes Ray McCann, Consultant, former President of CIOT and former Assistant Director of HMRC, to discuss the recent Independent Loan Charge Review 2025.

00:00 Introduction

00:35 What Is the Loan Charge?

09:25 How Loan Schemes Worked

13:49 Why the Government Introduced It

19:26 Where the Loan Charge Went Wrong

23:08 The Human Cost & Financial Impact

28:39 Promoters, HMRC & Responsibility

36:03 Ray’s Recommendations

53:54 Final Verdict: Was This the Best Possible Outcome?

Join Nick Wright and Emma Chamberlain for an expert discussion on wealth taxes in the UK. Emma, a barrister and visiting professor at Oxford and the LSE, was a commissioner for the 2020 Wealth Tax Commission.

This episode explores why the Commission ultimately recommended against annual wealth taxes, the challenges of implementing a one-off wealth tax, and how the UK's approach to taxing capital compares internationally. They discuss the need for comprehensive reform of capital taxes (CGT, IHT, council tax) rather than piecemeal changes, and why political consensus is essential for sustainable tax policy.

Key insights include:

Key topics include:

-Intro

-Origins of the Wealth Tax Commission

-Historical Attempts and Lessons Learned Exploring Denis Healey’s 1970s wealth tax plans and why early efforts failed.

-The Covid Context and Public Perception

-Defining a Wealth Tax

-Annual vs One-Off Wealth Taxes

-Broader Tax Reform & Capital Taxes Discussion

-The Need for Systemic Reform Challenges

-Fairness and Tax Equity

-Public Perception, Avoidance & Final Reflections

Essential listening for understanding current debates about wealth taxation and capital tax reform in the UK.

🔗 Resources mentioned:

Wealth Tax Commission website: https://www.ukwealth.tax/

Upcoming LSE event with Emma Chamberlain: 1st December: https://www.pumptax.com/events/emma-chamberlain-speaking-at-lse-on-the-wealth-tax-commission-5-years-on/

How can SMEs stay ahead?

Warren Mead, CEO of Sumer, shares insights and strategic foresight on 'The Tax Hour'.

Join Nick Wright, Head of Corporate Tax, and Warren Mead, CEO of Sumer, for an insightful conversation on:

• How SMEs can accelerate growth and build resilience in today’s economic climate

• Why having the right tax strategy and advice is critical for long-term success

If you have any questions or need further information, please get in touch. At Jerroms Miller Specialist Tax we offer a wide range of specialist tax advice for all business tax scenarios.

We are excited to invite you to the next episode of The Tax Hour Podcast.

In this episode, Nick Wright, Head of Corporate Tax and Host of ‘The Tax Hour’ is joined by Sharon Cooke, Technical Director at 2020 Innovation. In this episode Sharon and Nick reflect on the announcements that came out of Legislation Day 2025.

On 21 July 2025, the government unveiled draft tax legislation and HMRC launched its new Transformation Roadmap. In this episode, Our Host and Head of Corporate Tax, Nick Wright is joined by 2020 Innovation’s Technical Director, Sharon Cooke to break down the biggest announcements from changes to inheritance tax reliefs and the rollout of Making Tax Digital, to HMRC’s push to become a digital-first tax authority by 2030. Tune in for the key headlines and what they mean for taxpayers, businesses, and advisers.

If you have any questions or need further information, please get in touch. At Jerroms Miller Specialist Tax we offer a wide range of specialist tax advice for all business tax scenarios.

In this episode, Nick Wright, Head of Corporate Tax and Host of ‘The Tax Hour’ is joined by Michael Sherry, Tax Counsel at Temple Tax Chambers. In this episode Michael and Nick discuss Anti-Avoidance rules within the tax system and consider recent HMRC Spotlights.

Anti-Avoidance refers to the framework of rules and principles designed to counteract tax arrangements that, while technically legal, are structured primarily to achieve a tax benefit in a way that undermines the intent of tax legislation. These measures, which include both General Anti-Avoidance Rules (GAAR) and Targeted Anti-Avoidance Rules (TAAR), empower tax authorities to disregard or re-characterise transactions that lack genuine commercial substance and are carried out primarily to avoid tax. The objective is to maintain the integrity and fairness of the tax system by preventing abusive practices that exploit legislative gaps or ambiguities.

If you have any questions or need further information, please get in touch. At Jerroms Miller Specialist Tax we offer a wide range of specialist tax advice for all business tax scenarios.

In this episode, Nick Wright, Head of Corporate Tax and Host of ‘The Tax Hour’ is joined by Michael Sherry, Tax Counsel at Temple Tax Chambers. In this episode Michael and Nick discuss Anti-Avoidance rules within the tax system and consider recent HMRC Spotlights.

Anti-Avoidance refers to the framework of rules and principles designed to counteract tax arrangements that, while technically legal, are structured primarily to achieve a tax benefit in a way that undermines the intent of tax legislation. These measures, which include both General Anti-Avoidance Rules (GAAR) and Targeted Anti-Avoidance Rules (TAAR), empower tax authorities to disregard or re-characterise transactions that lack genuine commercial substance and are carried out primarily to avoid tax. The objective is to maintain the integrity and fairness of the tax system by preventing abusive practices that exploit legislative gaps or ambiguities.

If you have any questions or need further information, please get in touch. At Jerroms Miller Specialist Tax we offer a wide range of specialist tax advice for all business tax scenarios.

In this episode, Nick Wright, Head of Corporate Tax and Host of ‘The Tax Hour’ is joined by Douglas Roberts WS, Solicitor and Partner of TLT LLP, who has had involvement in over 60 sales to an EOT and now has over 25 years experience within the industry.

An Employee Ownership Trust (EOT) is a legal structure established by a company’s owners to hold a controlling interest in the business for the benefit of all employees. Introduced under the UK Finance Act 2014, the EOT model is designed to facilitate employee ownership, support long-term business continuity, and provide a tax-efficient succession route for business owners. In this episode, Nick and Douglas dive into Employee Ownership Trusts (EOTs), discussing the practical considerations of selling a business to an EOT. They also cover the latest tax requirements and compliance obligations, as well as offering real-world insights from their own experience in practice.

If you have any questions or need further information, please get in touch. At Jerroms Miller Specialist Tax we offer a wide range of specialist tax advice for all business tax scenarios.