## Facts

- O’Brien v Benson’s Hosiery (Holdings) Ltd [1980] AC 562 (HL) is a key House of Lords decision concerning the application of Capital Gains Tax (CGT) to corporate disposals.
- The case involved the disposal of shares by a company and addressed the correct identification of the taxpayer responsible for CGT on gains realized from such disposals.
- The court examined the circumstances under which a company is considered to have made a disposal of an asset within the meaning of CGT legislation.
- Issues relating to the valuation of shares at the time of disposal, particularly regarding unlisted shares or those with limited marketability, were considered.

## Issues

1. Whether, under CGT legislation, the company or its shareholders are liable for CGT arising from the disposal of company assets.
2. How "disposal" should be defined and interpreted in the context of CGT, specifically regarding share transfers achieved through complex arrangements.
3. The appropriate method to determine the market value of shares for the purpose of calculating chargeable gains on disposal.
4. The implications of these findings for structuring corporate transactions and tax planning.

## Decision

- The House of Lords confirmed that it is the company—not its shareholders—that is responsible for CGT on gains from disposals, due to the company's separate legal identity.
- The definition of "disposal" for CGT purposes was held to be broad, covering share transfers and complex restructuring arrangements that amount to a disposal resulting in chargeable gains.
- The court emphasized that the market value of the shares at the time of disposal must be determined for CGT calculations, noting particular challenges where shares are not listed or are illiquid.
- The judgment highlighted the need for careful consideration of CGT consequences in corporate restructurings, share buybacks, mergers, demergers, and related transactions.

## Legal Principles

- A company is the chargeable person in respect of CGT on gains from asset disposals, not its shareholders, reaffirming the company's separate legal identity.
- "Disposal" within CGT legislation is interpreted broadly to include various forms of share transfers and contractual arrangements that result in asset transfers.
- Determining the market value at the time of disposal is essential for calculating the chargeable gain, even where shares are difficult to value.
- The court’s interpretation serves as guidance for tax professionals in structuring corporate transactions and complying with CGT legislation.

## Conclusion

O’Brien v Benson’s Hosiery (Holdings) Ltd [1980] AC 562 (HL) clarified that companies, not shareholders, are liable for CGT on asset disposals and established a wide interpretation of "disposal." The case remains significant for tax planning and the structuring of corporate transactions involving the transfer of shares, providing enduring guidance on the application of CGT legislation to corporate disposals.

O'Brien v Benson's Hosiery (Holdings) Ltd [1980] AC 562 (HL)