John Healey: Terms such as ''changing the regime midstream'' and ''rough justice'' are inappropriate, given that we have issued six consultation documents on the matter since 1998. As with other detailed points
Column Number: 343of the proposals, individuals and representative organisations have raised questions and made criticisms, but the total package has been widely welcomed as a reform that goes in the right direction and breaks precedent in a way that is modern and helpful to businesses and their professional advisers. The hon. Gentleman would be hard-pushed to find a representative body or individual that would not want that package to be introduced.
Mr. Field: I accept that the Institute of Directors and others have welcomed the proposals, that the measure is not newit has been around for the past four yearsand that there was substantial consultation on it. However, I have a philosophical concern that may not affect the schedule or the amendments but may have a longer-term effect.
Until 1997, the income and capital taxes regimes were on one stream, but the new Treasury team introduced a change in philosophy. Capital gains tax, especially for small entrepreneurs, is now at a far lower level. I wonder whether provisions that ensure that intangible fixed assets are put on an income rather than capital basis may mean higher rates of taxation for companies on those assets. I suspect that that is not the Government's intention at this juncture, and we have not received representations on it. However, on the basis that rates of income and capital gains taxes have diverged and that there has been an increase in Treasury meddling, which we may see more of in the future, Opposition Front-Benchers may return to the area of intangible fixed assets when we debate future finance Bills. As the Minister said, it is an important area, and goodwill on this matter is important to large and small companies in a globalised and high-information world.
Mr. Mark Hoban (Fareham): I want to raise a couple of points about the impact of changes in markets on the tax cost of the measures. Over recent years, telecom and information technology companies have incurred huge losses as a consequence of the write-down in value of assets because the consideration that businesses paid for those companies some years ago is no longer held to be a fair reflection of their market value. What is the implication of future write-downs on the tax cost set out in the Red Book? If a company such as Vodafone wrote off £0.8 billion of the value of assets acquired from Mannesmann, the transaction would not be covered by the schedule, but if future transactions of a similar magnitude incurred a similar write-down, that might give rise to some variations in the revenue.
In its representation, the Institute of Directors welcomed the new regime in general but went on to say:
John Healey: The hon. Member for Fareham (Mr. Hoban) raises an important point, of which we are all conscious in the light of our experiences of such large
Column Number: 344corporate problems. The massive goodwill write-offs that have followed some major takeovers have generally involved the acquisition of shares in the target company, rather than direct purchase of the assets. For clarification, the new relief would not apply in such cases. We are keen to encourage reinvestment in assets and the relief will be available only for new acquisitions, not for write-downs of assets that companies have previously acquired.
Mr. Hoban: I am grateful for the Minister's important clarification of the matter. I suspect that in transactions there will be some tension between vendors and purchasers: vendors will be interested in the substantial shareholdings rules and the benefits that they bring; and purchasers will increasingly want to use asset-based transactions to crystallise the goodwill in the transaction and benefit from the tax relief that that brings when the goodwill asset is amortised over however many years. They will also want to catch any major write-downs that may occur in the future if they believe that the value of the business that they have acquired has diminished.
John Healey: I suspect that we shall return in fuller detail to that issue when we discuss a later amendment.
I welcome and accept the general support offered by the hon. Member for Cities of London and Westminster (Mr. Field) for the reform proposals in the Bill. Perhaps he will allow me to take his specific points as fair warningif we are fortunate enough to serve on a future Finance Bill together.
Mr. Flight: Although the area is very technical, the debate has usefully aired it. I repeat that, overall, the measures are welcome. I remain uncomfortable that some businesses may suffer as a result of what is intended to be, and is accepted as, a positive measure. Our amendment will not be accepted and is not sufficiently material to put to a vote, but I hope that the Government will examine the matter further to find out whether there might be any significant wobbly areas. Nobody would want changes to our tax system to have a material and effectively retrospective impact on previous decisions. That point is different from the one that I made yesterday about retrospective measures. If a business has done a major deal based on current tax rules, there is an expectation in our traditions that it will get grandfathered. That principle should therefore be followed as far as possible. I beg to ask leave to withdraw the amendment.
Amendment, by leave, withdrawn.
The Chairman: I have deliberately permitted a fairly wide-ranging debate on the amendments because the issues are complex and interrelated. Also, the Committee did not have a clause stand part debate on clause 83, so it seemed right for the Minister to have the opportunity to range slightly wider in putting his case than the amendments would otherwise have allowed. That being so, I shall tell the Committee now that, although I am prepared to allow a more wide-ranging debate where matters are interrelated, I shall take that into account when considering whether to allow a stand part debate.
Column Number: 345Mr. Flight: I beg to move amendment No. 184, in page 405, line 44, at end insert
The amendment picks up the issue that my hon. Friend the Member for Fareham has already raised. It is aimed at resolving the anomaly where the acquisition of assets results in a materially better tax result for the acquirer than if they had acquired the shares of the company carrying on the trade. Under the current provisions, where a company acquires a business from another person, the goodwill becomes
Column Number: 346purchased goodwill, as defined under generally accepted UK accounting practice, and hence may be tax depreciated, but if a company acquires the shares of a company carrying on a trade, as the Minister commented, the goodwill may not be amortised.
Clause 44 contains measures that operate in the entirely opposite direction, which make it much more attractive for vendors to dispose of shares than to dispose of assets. My hon. Friend the Member for Fareham referred to tension, but I see potentially more than that. The proposals may encourage complex schemes for deals that would put money into clever corporate financiers' pockets, and we do not want to create such complexity. I was unhappy to hear the Minister say earlier that the measure was intended to apply only to assets, not to shares. I take that to be the Government's position, and if their position is unchangeable, measures that are otherwise positive may bring with them many problems.
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