Fallon v Fellows (Inspector of Taxes): ChD 2001

The court considered whether a scheme was for the purposes of reconstruction or amalgamation in a capital gains tax context. Citing South African Supply: ‘In the context I think it is clear that when the learned judge referred to the persons carrying on an undertaking, he had in mind the shareholders who were carrying it on through a corporate body. He was referring to persons carrying on an undertaking in the sense of owning it, not in the sense of being involved in the management and conduct of the business operations. The basic concept is that one starts with a group of shareholders who own a business through one corporate vehicle and one ends with the same group of shareholders or substantially the same group of shareholders, who own the same business or substantially the same business still through a corporate vehicle, but now through a different corporate vehicle.’


Park J


[2001] STC 1409


England and Wales


CitedRe South African Supply and Cold Storage Co 1904
The court had to construe the words ‘reconstruction or amalgamation’ in the memorandum of association of a company: ‘The only question I have to decide is whether, in the case of each of these two companies, there has or has not been a winding-up . .
CitedHooper v Western Counties and South Wales Telephone Co Ltd 1892
The court placed a restrictive meaning on the idea of a company reconstruction. The new company is to consist of the old shareholders. . .
CitedBrooklands Selangor Holdings Limited v Inland Revenue Commissioners ChD 1970
The court had to consider whether the arrangments before it amounted to a reconstruction for stamp duty purposes: ‘I will deal first with the question whether those transactions amounted to a reconstruction. In ordinary speech the word . .

Cited by:

CitedMytravel Group Plc, Re Companies Act 1985 ChD 24-Nov-2004
The company sought approval of a proposed reconstruction under the section.
Held: Approval could not be given. To count as a reconstruction two principal qualities were required. The business carried on should be the same or similar, and those . .
Lists of cited by and citing cases may be incomplete.

Capital Gains Tax

Updated: 13 May 2022; Ref: scu.220252