MOORE v Revenue & Customs (INCOME TAX - Sale of company - Restricted Share Units in Acquirer) [2023] UKFTT 399 (TC) (25 April 2023)

MOORE v Revenue & Customs (INCOME TAX - Sale of company - Restricted Share Units in Acquirer) [2023] UKFTT 399 (TC) (25 April 2023)

The RSUs granted to Mr Moore were not consideration for the sale of shares but were employment-related securities options granted as part of an incentive and retention scheme. No deductible amount arises under section 480(2) ITEPA as the performance of employment duties is expressly excluded from consideration under section 421A ITEPA. The appeal is dismissed.

Citation
[2023] UKFTT 399
Parties
Appellant: Louis Daniel Moore; Respondents: The Commissioners for His Majesty’s Revenue and Customs
Jurisdiction
United Kingdom
Judgment Date
25 April 2023
Procedural Posture
Income Tax Appeal / Final Judgment
Outcome
Appeal dismissed
Legal Topics
Income Tax, Employment Related Securities, Restricted Share Units, Consideration, Capital Gains Tax
Tax Law Income Tax Employment Related Securities Restricted Share Units Consideration Capital Gains Tax

Case Brief

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Parties

Louis Daniel Moore

Appellant

The Commissioners for His Majesty’s Revenue and Customs

Respondents

Procedural Posture

Income Tax Appeal / Final Judgment

Legal Issues

  1. 1 Whether consideration was given for the acquisition of Restricted Share Units (RSUs) under section 480(2) ITEPA
  2. 2 Whether RSUs constitute consideration for the sale of shares or are employment-related
  3. 3 Whether any deductible amount arises under section 480 ITEPA

Ratio Decidendi

The RSUs granted to Mr Moore were not consideration for the sale of shares but were employment-related securities options granted as part of an incentive and retention scheme. No deductible amount arises under section 480(2) ITEPA as the performance of employment duties is expressly excluded from consideration under section 421A ITEPA. The appeal is dismissed.

Court Disposition

Appeal dismissed

Orders

  • No deductible amount allowed for RSUs under section 480(2) ITEPA
  • Tax liability stands as assessed by HMRC