Reform of EMI share options? No….but perhaps a reform of CSOPs.

The Spring Statement, published today (23rd March 2022) includes the following passage, extracted from para 4.60:

At Budget 2020, the government launched a review of the Enterprise Management Incentive (EMI) scheme, to ensure it provides support for high-growth companies to recruit and retain the best talent so they can scale up effectively, and to examine whether more companies should be able to access the scheme. The government has concluded that the current EMI scheme remains effective and appropriately targeted. However, the scope of the review will be expanded to consider if the other discretionary tax-advantaged share scheme, the Company Share Option Plan, should be reformed to support companies as they grow beyond the scope of EMI.”

So…are we to assume that there will be no change to the current EMI regime (in place in substantially the same form since 2000), but that attention will now focus instead upon the CSOP regime? Or is this simply an excuse for the Treasury not having had sufficient resource to give the responses received, to the Call for Evidence, the attention they justified?

(Click here for my response to the earlier review of EMI share options referred to above.)


Claritax Books has just published the first edition of my latest book, Employee-Ownership Trusts. So far as I am aware, this is the only published work that focusses on the tax treatment of EOTs and associated transactions, as well as their structuring and financing.

EOT book photo for blog

Corporate trading businesses which are owned by trustees on behalf of employees can enjoy greater levels of employee engagement, offering the potential for higher productivity and more even distribution of the resulting financial rewards.

To achieve these goals, the owners of a company can sell their shares to an employee-ownership trust (EOT) for the benefit of the employees. When correctly carried out, this affords CGT relief for the vendors on the sale to the trust and allows the company to pay tax-free bonuses to all its employees.

Interest in employee ownership in general, and in the EOT model in particular, has grown rapidly in recent years. The conditions for gaining the tax benefits are complex, however, so this timely volume offers an accurate and comprehensive guide to the relevant rules.

For more information, please visit http://claritaxbooks.com

EMI “Call for Evidence”: My Response

The government announced in the 2020 Budget that it would review the EMI share option scheme to ensure it provides support for ‘high-growth’ companies to recruit and retain talented employees and examine if a wider range of companies should qualify to grant EMI share options. To this end a “Call for Evidence” was published by HM Treasury in March 2021 (see: https://assets.publishing.service.gov.uk/government/uploads/system/uploads/attachment_data/file/965555/Enterprise_Management_Incentives_Call_for_Evidence_2021.pdf ).

Click here to download David Pett’s response to that Call for Evidence. It sets out a number of suggested changes which could be made to the EMI Code to make it easier for qualifying companies to make best use of the tax-advantaged grant of EMI share options and to remove existing “traps for the unwary”.

The response will be of interest to anyone advising a company or its shareholders on the adoption of an EMI scheme or the grant of EMI share options.

Tax Avoidance in Dagenham

I have written to the Sunday Times in response to their article published on 21 March:

Dear Sir,

The article “It’s not just the rich that avoid tax: it’s teachers and nurses too” (March 21) is a fine example of lazy journalism, the content having been gleaned from an HMRC corporate report (https://www.gov.uk/government/publications/use-of-marketed-tax-avoidance-schemes-in-the-uk/use-of-marketed-tax-avoidance-schemes-in-the-uk ) and relayed without challenge. The idea that all lower-income workers involved in arrangements of the type described should be treated as deliberate “tax avoiders” is absurd, given that (a)  it has often been a condition of securing paid work that they do so; (b) it has been falsely represented to them by supposedly reputable organisations that the arrangements have been approved by counsel and by HMRC; and (c) it is unreasonable for HMRC to assume that such individuals have a sufficient understanding of the complexities of our tax laws to appreciate that they are being lured into tax avoidance. This is all the more disturbing, given allegations that HMRC has itself engaged workers paid through such arrangements.

As the HMRC report recognises, the promotion of tax avoidance is not, on its own, a criminal offence. Until it is, it is difficult to see how the government will succeed in preventing ordinary people falling victim to the organisations profiting from the misunderstanding of workers intent on securing remunerative work. Your journalist should perhaps be asking government why, according to recently published consultation documents, it still does not propose to criminalise the involvement of individual officers, directors and company owners in such promotion. To establish guilt, it could be provided that a judge or jury is asked to determine if an arrangement has been “promoted”, once the Upper Tier Tax Tribunal or the High Court has determined, on application by the prosecuting authority, that the arrangement is or involves “abusive tax avoidance”.

Yours faithfully,

David Pett

Unscrupulous Promotion of Tax Avoidance to NHS Workers

BBC Radio 4’s “Money Box”[1] programme has investigated unscrupulous ‘umbrella companies’ targeting those retired nurses and other NHS staff returning to work to assist in the response to the Covid-19 pandemic, as well as new hires for the ‘track and trace’ system. I was asked to respond to questions from the presenter, Paul Lewis, about the tax consequences, for the individual workers, of the actions being taken by such umbrella companies.

Given the impermanent nature of employments of this kind, these individuals will normally be required to secure their engagement through an agency. For an agency worker, the agency or its intermediary is normally responsible for payment of the remuneration earned after first deducting tax and NICs under PAYE.

So-called umbrella companies, interposed between the agency and the individual, can play a useful role in those cases in which an individual may expect to enter into multiple successive engagements and wants to offload responsibility for the paperwork and tax compliance associated with such multiple engagements. However, some umbrella companies are promoting their services on the basis of being able to secure that the individual receives a higher amount of net earnings by structuring payments to the individual as if part only is a payment of remuneration, subject to PAYE, the balance being paid as either an “investment payment” (i.e. the umbrella company supposedly making an investment in the individual) or an “advance on a future bonus” and (so it is claimed) therefore being free of tax.

As the programme made clear, this is a form of abusive tax avoidance. Agency workers are deemed to be employees of the agency (s44 ITEPA 2003) and are liable to tax and NICs under PAYE on the whole of the  remuneration they earn including “every form of payment, profit or benefit” (s47). It is not sufficient, to avoid tax, simply to describe payments of remuneration as something else. To do so poses serious financial risk for both the individual worker and the agency involved. If the intermediate umbrella company fails to deduct and account for tax and employee’s NICs when making such payments, HMRC will look to recover the tax, with penalties and interest, initially from the agency (as the intermediary payee is invariably offshore) or, if it remains unpaid within 30 days of a Reg 80 determination being made on the agency, from the individual on the basis that it is a payment of ‘disguised remuneration’ (the umbrella company being a ‘relevant third person’).

It was said, by the so-called brokers marketing the services of such umbrella companies, that the arrangements made had been confirmed by counsel to be legal. If that is correct, such opinions are simply wrong or (as has been found to be the case in the past) do not in fact state what they are purported to assert.

It goes without saying that individuals and agencies should avoid entering into such arrangements. When what is offered seems too good to be true, it probably is. In this case, it most certainly is.

The programme later suggested that the actions of such umbrella companies were analogous to the arrangements formerly widely used to structure remuneration in the form of loans from a trust which were not expected to be repaid. The government eventually responded to those arrangements with the 2019 ‘Loan Charge’ which has enraged campaigners as it has had a serious financial effect upon those workers who were either lured into or obliged to enter into such arrangements. However, the present actions of certain umbrella companies, in purportedly describing remuneration paid to a worker as something it is not, is very different. This is simply ‘calling black, white’. If done with the intention of cheating the Revenue, this could have serious consequences for those involved.

Perhaps the real issue here is whether HMRC has sufficient powers and resources to penalise, where appropriate, those who devise and promote or market such abusive tax avoidance arrangements, particularly if they are operating outside the UK.

HMRC does have powers to impose sanctions and civil penalties, both (i) for failure to disclose tax avoidance schemes under the DoTAS regime and, under legislation made in 2014 and 2017, (ii) if persons persist in the promotion of schemes after earlier schemes have been defeated, or they have enabled tax avoidance by devising, marketing or facilitating a tax avoidance arrangement. Under the ‘penalties for enablers’ rules, anyone who designs, markets, or otherwise enables tax avoidance may incur a penalty equal to the fees it has generated from the arrangement.

The problem is that, if the promoter is an offshore company, it can easily be liquidated and the individuals behind it can, all too easily, escape such sanctions.

If HMRC can identify the individuals concerned and adduce sufficient evidence of wrongdoing, they might seek to bring criminal charges for, say, conspiracy to cheat the public revenue. However, the threshold needed to secure a conviction is high, and this can prove challenging. If the individuals concerned are in countries with which the UK does not have agreements for reciprocal enforcement of criminal sanctions, such efforts may be fruitless. HMRC announced earlier this year that criminal charges had been brought against a number of individuals in the UK, although it was unclear as to what forms of evasion these arrests related. The alleged offences included “conspiracy to cheat the public revenue”, “conspiracy to evade income tax and NICs”, “fraud by abuse of position” and “conspiracy to transfer, disguise or convert criminal property”.

The question is: does HMRC have the necessary resources to root out promoters where offences have been committed?

[1] First broadcast on Saturday 6th June at 12:04 p.m and currently available on the BBC Sounds app.

Review of Enterprise Management Incentives (EMI) scheme

As a member of the working party that put together the EMI scheme which was originally legislated for in Sched 24, FA 2000, I very much welcome the government’s announcement, as part of the Budget today (11th March 2020), that it intends to “review the EMI scheme to ensure it provides support for high-growth companies to recruit and retain the best talent so they can scale up effectively, and examine whether more companies should be able to access the scheme.”

Coupled with the consultation on changes to the tax treatment of ‘hedge funds’, there may now be an opportunity to persuade the government of the need to extend eligibility to employees of companies under the control of private equity. Hopefully the existing statutory limits and other eligibility requirements will be examined with a view to broadening the scope of what has proved to be a remarkably popular and successful scheme allowing companies to attract and retain the best talent at the early, high-risk, stage of their development.

That said, the announcement of an immediate restriction, to £1 million, of the lifetime allowance for Entrepreneurs’ Relief will come as a disappointment to those holding EMI share options over valuable shares in the most successful qualifying companies.


Retrospective Taxation

The government has today published a House of Commons Library Briefing Paper (No. 4369) on the topic of “Retrospective Taxation” which describes, inter alia, the practices which successive Parliaments have adopted in relation to the enactment of tax legislation having retrospective effect.

The paper may be found here: https://researchbriefings.parliament.uk/ResearchBriefing/Summary/SN04369

The paper makes reference to the decision of the High Court in the case of Cartref & Others v HMRC [2019] WEHC 3382 (Admin), which was the subject of an earlier post. The High Court ruled that the Loan Charge is compatible with human rights.

Changes announced in response to the December 2019 report of the Morse review of the Loan Charge

Following most of the recommendations of Sir Amyas Morse in his report, issued on 20th December 2019, on the policy behind the Loan Charge and its implementation, the government immediately announced changes to the Loan Charge and its enforcement, some of which require legislation to be included in the Finance Act 2020.

  1. Reduction in scope of the Loan Charge.

The principle change is that the Loan Charge will not apply to (a) loans made before 9 December 2010 or (b) to any loans made before 6 April 2016 if the scheme was fully disclosed to HMRC but they did not open an enquiry or raise an assessment.

However, this does not mean that liability for a general earnings charge on ‘re-directed earnings’ in the form of contributions to a trust used to fund the loans is being set aside. It was made clear that HMRC will continue to pursue such liabilities to income tax and NICs through open enquiries and discovery assessments and, as necessary, litigation. The HM Treasury paper issued in response to the Loan Charge Review indicated (at 2.9 and 2.12) that HMRC would publish updated settlement terms for all taxpayers in this position. Guidance published by HMRC on 20th December by HMRC[1] states that, in the case of those who made full disclosure by 5 April 2019 and are in settlement negotiations:

  • if the position is unaffected by the changes, settlement may be finalised in the normal way;
  • otherwise, HMRC will re-calculate settlement terms if either: (a) they relate to any loans made before 9 December 2010 (but presumably only if the relevant year(s) in which contributions were made are ‘unprotected’ so that HMRC is out of time to recover the tax) or (b) they relate to loans made before 6 April 2016 and the use of the loan scheme was fully disclosed to HMRC but they took no action to open an enquiry.

In these cases, the taxpayer may choose to settle (presumably under the 2017 settlement terms, subject to any changes to be announced) all years up to and including 2015/16 if there is an open enquiry or assessment, and any tax due for 2016/17 and later years, whether or not there is an open enquiry or assessment. A choice is offered: a taxpayer may instead settle only those years to which the Loan Charge still applies (so as to prevent it applying). In this event, the tax covered by any open enquiry or assessment will need to be finalised in due course by separate settlement or litigation.

So far as the self-assessment return due on 31 January 2020 was concerned, this can be submitted either:

(a) by that date with a best estimate of the balance outstanding on loans to which the Loan Charge applies (i.e. loans made on or after 9 December 2010 or before 6 April 2016 if, but only if, the scheme was fully disclosed to HMRC and no enquiry was opened). This estimate can be amended up to 30 September 2020 without penalty – and, if settlement is reached before then, the estimate can be reduced to nil. Tax due on the Loan Charge (only) may be ‘stood over’ until that date.

(b) submit the 2018/19 SAR by 30 September 2020. Provided that a ‘time to pay’ arrangement is agreed by then any late filing or late payment penalties will be waived. Again, if settlement is reached by then, there will be no Loan Charge to report.

In the case of returns filed after 30 September 2020, HMRC would consider waiving late filing and late payment fees on a case-by-case basis. Likewise, decisions on whether to charge inaccuracy penalties would be made on a similar basis.

  1. What of those who have already settled?

HMRC will refund voluntary restitution payments (i.e. amounts on which no late payment interest has been charged) made under settlements reached since March 2016 if the Loan Charge no longer applies either because the loan was pre-9 December 2010 or pre-6 April 2016 and, although fully disclosed, no action was taken by HMRC (e.g. by opening an enquiry). Refunds cannot be made until legislation has been enacted. Clearly there will be additional complexity if the settlement included other taxes such as inheritance tax. How this interaction with other taxes will be dealt with has yet to be determined, HMRC simply stating at this stage that details will be published in 2020 (not “early 2020”).

Those already paying off settled liabilities under a payment plan should continue to do so and await contact from HMRC after the necessary legislation is passed.

  1. Spreading the cost of paying the Loan Charge over 3 years

This recommendation was accepted and will presumably be legislated for in 2020. It is estimated that about 21,000 individuals could be affected by this.

  1. Recovery of the tax due

The government has accepted the recommendation that individuals subject to the Loan Charge (as distinct form any earlier ‘re-directed earnings’ or other disguised remuneration charge) should only be asked to pay up to half their disposable income each year and a reasonable proportion of their liquid assets. No one should be put in the position of having to sell their home or use their existing pension pot to pay the loan charge.

The government did not accept the recommendation that those individual taxpayers with income of less than £30,000 in 2017-18 should be released from liability to pay any balance remaining unpaid after 10 years as this would, it was said, treat tax avoiders more favourably than other individuals with tax debts and reduces the incentive to pay off the debt.

The government partially accepted the recommendation that individuals with income in 2017-18 of between £30,000 and £50,000 should be offered the same payment terms as those who opted to settle rather than pay the Loan Charge. Only if they have no disposable assets will taxpayers earning less then £50,000 be automatically entitled to a minimum 5-year payment plan or, if less than £30,000, a minimum 7-year plan.

  1. Other recommendations

The government has accepted, or partially accepted a number of other recommendations made by Sir Amyas, including:

  • that the government review future policy on interest rates within the tax system and report by 31 July 2020;
  • that HMRC fund an external body to provide independent advice to lower income taxpayers on debt management.

HMRC has already announced that it will publish the Income & Expenditure form used to work out disposable income and how it is used to create ‘time to pay’ arrangements, and that it will refer taxpayers to a debt advice charity if evidence suggests they need time to pay in excess of 5 years. It will also accept Single Financial statements completed by an individual with a debt charity as proof of affordability; stop, until a significant change in circumstances, recovery action if there is no ability to pay; and not seek to bankrupt those who have engaged with HMRC and are solely unable to pay the loan Charge.

  • that HMRC must communicate regularly with those who have open enquiries; report to Parliament on its implementation of the changes to the loan charge; improve staff training and set higher expectations of performance during interactions with the public.
  1. Proposals to further tackle tax avoidance

The government will announce in the 2020 Budget further action to tackle large scale tax avoidance involving disguised remuneration. To reduce the scope for the marketing of tax avoidance schemes, the government will:

  • ensure that HMRC can more effectively issue stop notices to promoters of schemes that do not work;
  • Prevent avoidance of obligations under the Promoters of Tax Avoidance Scheme (“POTAS”) rules by using corporate entity structures;
  • Ensure HMRC can obtain information as soon as an abusive scheme is identified and that enabler penalties bite immediately a scheme has been defeated at tribunal;
  • Ensure that HMRC can take decisive action if promoters fail to provide information; and
  • Make further changes to the POTAS regime to ensure it operates effectively and that the GAAR can be used to counteract partnerships as intended.

More generally, HMRC communication must be improved. For example, PAYE RTI information should be used to enable communication with taxpayers suspected of engaging in tax avoidance.

Further details will be given in the 2020 Budget.

  1. Inheritance tax charges associated with EBT loan schemes

No announcement has been made about any changes to HMRC’s current approach of seeking ‘10-yearly’ and/or ‘exit’ charges to inheritance tax, if appropriate, when a discretionary trust has been used. The suggestion, mentioned at 2 above, of further details of the interaction with other taxes being published at some point in 2020 gives rise to the hope that a more pragmatic approach will be taken and that there might be substantive changes to the inheritance tax regime as it applies to trusts used solely to provide taxable loans.

[1] Reference is made elsewhere to further guidance and draft legislation being published in early 2020.

A Judicial Review of the Loan Charge

Whilst awaiting the recommendations of Sir Amyas Morse, it should not be forgotten that challenges to the Loan Charge are also being mounted in the courts. This week, the High Court (Lady Justice Cockerill) heard a ‘rolled-up’ application (i.e. it was both a ‘permission hearing’ and a trial of the substantive application) for judicial review by corporate participants (and their shareholder/directors) in an arrangement (not notified under DOTAS) which involved loans made to directors by a third party and which, so HMRC assert, come within the ‘close company’ gateway in s554AA ITEPA 2003. The application was made on the grounds that the Loan Charge is incompatible with the applicants’ human rights, although it was recognised that such a declaration cannot strike down domestic primary legislation[1]. In particular, its retroactive effect and the fact that it obviates any opportunity to challenge a Reg 72/81 determination in respect of the earlier funding or making of a loan are, it is asserted, incompatible with Article 6 (right to a fair trial) and Art 1 of the First Protocol (“A1P1”), i.e. the right to peaceful enjoyment of possessions, as set out in the Convention on Rights and Freedoms as enshrined in UK law by the Human Rights Act 1998.

Judgement was reserved.

It is important to appreciate that this application was made in relation to a particular arrangement under which, as a first step, a loan was made by a third party to the director of a close company who then loaned that sum to the company which used it to make a contribution to an LLP which traded in film rights. An accounting valuation of the film rights produced a trading loss in the LLP which was attributed to its member companies. They then set the loss against their trading profits. This allowed the director/shareholder loans to be repaid free of income tax. HMRC was of the view that, as the first loan made to the director was outstanding at 5th April 2019, it was caught by the Loan Charge.

The fact that the loan in these cases was funded by a third party meant that the principle laid down by the Supreme Court in the Glasgow Rangers case (that a contribution by the employer to fund a loan was itself a payment of taxable earnings) did not apply. This leaves open the possibility that other applicants whose loans come through the ‘employee gateway’ in s554A may have a stronger case on the basis that the Loan Charge effectively denied employees the right to challenge a Reg 81 determination on what was, according to the Supreme Court, a liability which had already arisen (on the funding of the trust) before the F(No.2)A 2017 was passed – being a liability on the same amount – and on which PAYE had not been accounted for by the employer but for which HMRC were now out of time to assess the income tax on the employee.

In the present application, it was argued that, insofar as HMRC could have asserted that the loans made in 2010 and 2013 were ‘earnings’, the court should consider the combined effect of the 2011 disguised remuneration legislation (“DR”) and the Loan Charge (“LC”), taken together with the changes made by FA 2018[2] (which rendered nugatory any assertion that the earlier incidence of tax on such earlier earnings took the loans outside the scope of the DR legislation and the LC). Overall, this deprived the applicants of the right to argue before a tribunal that assessments to such earlier liabilities were out of time. The LC, coupled with the 2018 changes introducing the close company DR charges, would also result in double taxation because it was anticipated that HMRC would issue APNs and PPNs, having already issued Follower Notices (given on the basis that a decision of the Court of Appeal[3] had struck down the efficacy of the film rights trading partnership scheme). Under the DR rules, the LC is not suspended if an accelerated payment is made in respect of an earlier liability which overlaps with an amount to which which the LC applies – see s554Z5 (11). Relief from double taxation is afforded by ss554Z11F, but only insofar as there is an overlap. In the present case, APNs had not yet been issued but, in any event, if they would be to recover the disallowable trading losses, it would appear that there would be no overlap for the purposes of the DR rules in ss554Z11B – G.

HMRC argued that, as representations made in respect of the Follower Notices were still under consideration, the application was premature as that remedy should have been exhausted first.

To succeed in obtaining a declaration of incompatibility on Human Rights grounds the applicant must first establish that:

  • there has been a decision of HMRC which is reviewable by the court. HMRC asserted that letters inviting the claimants to negotiate a settlement did not amount to ‘decisions’;
  • the claimants are ‘victims’ of a human rights abuse. HMRC argued that individual claimants were not victims, as they were not primarily responsible for the LC tax which is to be accounted for by the company under PAYE;
  • the claims are brought in time. Insofar as the challenge was to the LC legislation, it should have been brought within 3 months of the passing of the F(No.2)A 2017 on 16th November 2017;
  • in relation to A1P1, the claimants had to have “possessions” which had been interfered with. HMRC asserted that, as their monetary possessions had been impressed with the liabilities to tax, it could not be said that they had been denied enjoyment of those possessions.[4] This was particularly so if the money in question is enjoyed as a consequence of a tax avoidance scheme of which the full facts should have been disclosed. The APN/PPN regime was proportionate and perfectly compatible with A1P1.[5]

The rights afforded by A1/P1 do not impair the right of a State to enforce such laws as it deems necessary to control the use of property in accordance with the general interest or to secure the payment of taxes. Clearly, the State has a very wide margin within which it may exact taxes, particularly through primary legislation. Retrospective tax legislation is permitted provided it strikes a fair balance.[6] It should be sufficiently accessible, precise and foreseeable and must carry out a legitimate aim in the public interest and be proportionate.[7] If the LC and DR legislation do combine to amount to an interference with possessions, is it reasonable and proportionate?

It was pointed out that the style of drafting of the DR legislation is very different from that of other tax legislation in its use of vague terms such as “in essence” and “it is reasonable to suppose”. HMRC accepted that the wording of the DR legislation was intended to allow for the exercise of judgements on the part of HMRC officials in individual cases but made the point that such judgements were subject to the taxpayer’s right of appeal to the tribunal.

In their justification of the DR legislation, HMRC referred to the points made in the March 2019 Report by HM Treasury on time limits and the charge on DR loans.[8] It was also stated on behalf of HMRC that if an enquiry into an earlier year had been closed on the basis that full disclosure had been made, then HMRC would not apply the LC. So far as the particular claimants were concerned, there was no unfairness and, in any event, to succeed in showing incompatibility, they had to show that the legislation would operate unfairly in all cases, not merely in their own cases. Where there are many claimants, they should apply for a group litigation order.[9]

Much emphasis was placed by the claimants upon the effects of the LC upon individual taxpayers (and, indeed, the public gallery was filled with some 40-50 individuals personally affected), as highlighted in the Report of the Loan Charge All-Party Parliamentary Group in April 2019.[10] HMRC pointed out that as the claimants challenge is to primary legislation, rather than to the practice of HMRC, it is not open to them to rely upon the views and opinions of an APPG (which, unlike a Select Committee, has no formal status but merely exercises a right of freedom of speech in Parliament) as these cannot, under Article 9 of the Bill of Rights, be used to impeach the will of Parliament. The claimants must, so it was said on behalf of HMRC, accept that the present government’s position on the LC is at odds with the findings of the APPG.

We await the judgement of the court.

David Pett

[1] See s 4 Human Rights Act 1998

[2] By the insertion of ss554A(5A) – (5C)

[3] Degorce v HMRC [2017] EWCA 1427

[4] See, for example, R (oao St Matthews (West) Ltd & others v HM Treasury & anther); sub. nom. R (oao APVCO 19 Ltd & others) v HM Treasury & another [2015] EWCA Civ 648, [2015] STC 2272

[5] See R (oao Rowe and others) v HMRC and R (oao Vital Nut Co Ltd and others) v HMRC [2018] 1 WLR 3039

[6] See a decision of the EuCt HR in MA & others v Finland [2003] 37 EHRR CD210 and a Commission Decision of 10 March 1981 approved in Lay Lay Co Ltd v Malta [2013] ECHR 723.

[7] NKM v Hungary [2013] STC 1104

[8] https://www.gov.uk/government/publications/report-on-time-limits-and-the-disguised-remuneration-loan-charge

[9] As in the Knibbs litigation in the Court of Appeal [2019] EWCA Civ 1719

[10] http://www.loanchargeappg.co.uk/wp-content/uploads/2019/05/Loan-Charge-Inquiry-Report-April-2019-FINAL.pdf