© 2025 by Michael Firth KC, Gray's Inn Tax Chambers
Contact: michael.firth@taxbar.com
Control (shareholder level)
GENERAL​​
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Relevant level of control​​
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- Section 450: shareholder level
"[149] In Newfields Lord Hoffmann referred at [10] to what is now s450(2) (then the opening words of s416(2) Income and Corporation Taxes Act 1988) as describing “a concept of control which reflects its meaning in ordinary speech”, which is then “enormously widened” by subsequent subsections. Lord Scott referred to the same provision as prescribing a “test of actual control”, with subsequent provisions describing other situations where a person is taken to have control, even where another person has control under another part of the test, such that control could be attributed to several different people (paragraphs [41] and [42]). In Kellogg Lord Neuberger MR (as he then was) referred at paragraph [34] to these comments in Newfields as confirming the approach of giving the opening part of s416(2) its ordinary meaning, not an artificially narrow meaning because of the scope of the following subsections. In Steele Lightman J concluded at first instance at page 51 that “control over the company’s affairs” referred to control at general meetings rather than at board level, and this was upheld by the Court of Appeal ([1996] STC 785 at 794-5). In UBS the Upper Tribunal referred to these comments in Steele and concluded that they were binding on it and had not been implicitly overruled by House of Lords in Newfields (paragraphs [117] to [124] in the Upper Tribunal decision). In the Court of Appeal decision in UBS it was noted at [92] that HMRC accepted that control in s416(2) meant control at shareholder level, although the conclusion reached was that in the Deutsche Bank appeal the Upper Tribunal had taken the wrong approach in overturning the First-tier Tribunal’s finding that the control test was not satisfied on the facts.
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[153] I do not think that the fact that Mr Barnes alone was funding SMCL is sufficient to establish control under s450(2). It is clear from the case law that control under that provision means control, or the ability to obtain control, at shareholder level. So I think the key question is whether Mr Barnes actually had control at that level, or was able to exercise it or entitled to obtain it. There was no suggestion that Dr Smart was holding the sole share in issue on behalf of Mr Barnes or that Dr Smart had agreed to exercise his right to vote the share as Mr Barnes directed..." (PGPG Limited v. HMRC [2017] UKFTT 782 (TC), Judge Falk)
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Close company test​​
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- Limit attributions to what will result in control by 5 or fewer participators
"[11] ... The effect of these cumulative definitions is that for the purpose of deciding whether a person "shall be taken to have control of a company" under section 416(2), it may be necessary to attribute to him the rights and powers of persons over whom he may in real life have little or no power of control. Plainly the intention of the legislature was to spread the net very wide." (IRC v. Newfields Developments Limited [2001] UKHL 27, Lord Hoffmann)
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- Only applies for the purpose of the close company test, not other uses of the definition of control
"[32] In my opinion, therefore, the concluding words of subsection (6) do not form part of the definition of "control" which is applied by section 13(4) and other sections. They are a special qualification of that definition for the specific purpose of deciding whether one limb of the definition of a close company is satisfied. The concluding words take effect only when one has applied the general definition of control in section 416(2) or (3) as extended by the preceding part of the subsection and found that it can yield groups of participators of varying numbers who can each be treated as being in control. The concluding words then require one to make only such attributions as will result in the company being treated as under the control of five or fewer participators. But this qualification has no relevance to any case in which the general definition of control, as set out in the rest of section 416(2) to (6), is sufficient to answer the statutory question." (IRC v. Newfields Developments Limited [2001] UKHL 27, Lord Hoffmann)
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SHAREHOLDER LEVEL: ACTUAL CONTROL​​
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Ordinary meaning of control​​
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- Section 450 begins with the ordinary meaning of control
"[10] It will be seen that although this definition starts in subsection (2) with a concept of control which reflects its meaning in ordinary speech ("a person shall be taken to have control of a company if he exercises, or is able to exercise or is entitled to acquire, direct or indirect control over the company's affairs"), that fairly simple notion is enormously widened by subsequent subsections...
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[19]...If real control were to be the test, the opening words of section 416(2) would be enough. The purpose of the extended definition appears to be to make it unnecessary for the revenue to have to make detailed factual inquiries." " (IRC v. Newfields Developments Limited [2001] UKHL 27, Lord Hoffmann)
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- Test of actual control
"[34]...As Lord Hoffmann said in R v IRC ex p Newfields Developments Ltd [2001] 1 WLR 1111, paragraph 10, the "fairly simple notion" of control in section 416(2) "is enormously widened by subsequent subsections". To the same effect, Lord Scott of Foscote (who gave the only other reasoned speech) said at [2001] 1 WLR 1111, paragraph 41, that the opening words of section 416(2) (including the reference to "indirect control") "prescribe a test of actual control" and that section 416 goes on "in the remaining part of subsection (2) and in subsections (4), (5) and (6) to describe circumstances in which, whether or not a person has actual control, the person 'shall be taken to have control'." It seems to me that those observations confirm the approach taken by the Chancellor, and which I would adopt, namely to give the opening part of section 416(2) its ordinary meaning, and certainly not to give it an artificially narrow meaning because of the following subsections. This approach to section 416 confirms my view that the reference to "indirect control", and any other expression in subsection (2), should be given its natural meaning in the context of that subsection, and should not be given a narrow meaning because of subsections (4) to (6)."​ (Kellogg Brown& Root Holdings (UK) Ltd v. HMRC [2010] EWCA Civ 118)
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- Affairs of the company does not mean business of the company
"[15]...Shareholders in a UK company (and in the absence of evidence I have to assume that it is the same for a Delaware company) can never excise control over the company's affairs in the sense of the business of the company; the most they can do is to remove the directors. The affairs of the company cannot therefore refer to the business of the company, as Morritt LJ said in Steele (Inspector of Taxes) v EVC International NV [1996] STC 785 at 794, and must mean control at general meetings of the company..." (Kellogg Brown & Root Holdings (UK) Ltd v. HMRC [2008] STC (SCD) 928, Judge Avery Jones)
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- Who has the ultimate power to remove and add directors?
Parent has control of sub-subsidiary
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"[32] Mr Foxwell submitted that as at 6 May 2015 the appellant, through its indirect controlling interest in HFL, was able to control Greenrose. HFL was the sole member of Greenrose and control of Greenrose lay with its members. HFL had the power to appoint and remove directors.
[33] I accept Mr Foxwell’s submission. Regulation 5 of Greenrose’s articles of association provide that the members, namely HFL, could appoint any person to be an additional director. Hence HFL could appoint a majority of new directors if it was so minded. There is also power in section 168 Companies Act 2006 whereby HFL could remove Mrs Frew and Mr Jones as directors. As such, in my view it is clear that the appellant was able to exercise indirect control over the affairs of Greenrose within section 450(2) CTA 2010." (Hunters Property Plc v. HMRC [2018] UKFTT 96 (TC), Judge Cannan)
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Indirect control​​
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- Query whether de facto control is sufficient
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"[138] The FTT did not, however, do that. They carefully examined the facts to see whether the case was one in which DB had relevant control and concluded, in summary, that whilst the evidence showed close co-ordination, it did not 'in the section 416 sense, show control'. In my view, Mr Goy was right that in the phrase 'the necessary degree of compulsion' the FTT was doing no more than attempting, perhaps not with an ideal choice of phrase, to identify the elusive extra ingredient that needs to be found before A Ltd can be said to be in control of voting powers of a majority shareholder of B Ltd. Ultimately, whether there is such control is a fact-sensitive matter; and here the FTT found against HMRC's control case on the facts.
[139]...Moreover, and with respect, I regard the UT's conclusion that the only answer to the control question was that DB was relevantly in control of Investec a remarkable one, which I regard as obviously wrong. Yes, the scheme was pre-ordained and involved a co-ordinated course of action between the participants, with Investec and DB, two wholly independent companies, playing pre-ordained and co-ordinated roles, with each having its own commercial interests in bringing the scheme to fruition. It does not, however, begin to follow from this that DB was in relevant control of Investec. If A Ltd proposes to B Ltd, an unconnected and independent company, a co-ordinated course of action with a view to achieving a commercial end to the benefit of both, and B Ltd agrees to the proposal and co-operates in its implementation, it is beyond my comprehension why such a state of affairs should be thought to justify the inference that, in playing its own part in the operation, B Ltd is to be regarded as being 'controlled' in what it does by A Ltd. The proposition is wrong. B Ltd will, by inference, want to take part, and will do so. But there will ordinarily be no basis for an inference that the decisions it makes en route to the ultimate goal will be decisions it makes other than independently, and in its own interests, in achieving the proposed end." (UBS AG v. HMRC [2014] EWCA Civ 452, Rimer LJ)
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Usurping actual control​​
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- Family member in practice exercises rights that are vested in another
"[154] I can see that there are certain circumstances where the reality is that a person exercises, or is able to exercise, control over a company even if legal power to do so is not vested in that person. An example of that might be a family situation where in practice one family member exercises rights that are vested in another (indeed there appears to be a practical example of this in Mr Parker’s effective control of PG London). However, I think it much more unlikely that that sort of situation would arise in dealings between third parties, and in the absence of any direct evidence from Mr Barnes on the point, or any evidence from Dr Smart, I do not think that the facts justify the conclusion that Mr Barnes was in fact exercising or able to exercise control at a shareholder level before he acquired shares in SMCL." (PGPG Limited v. HMRC [2017] UKFTT 782 (TC), Judge Falk)
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- Person/persons together who control Holdco, indirectly control subsidiaries
"[33] In my opinion, that latter reason was correct. As a matter of ordinary language, the shareholders of company A "indirect[ly] control" company B, at least in the absence of special circumstances (e.g. an unusual voting structure) if all (indeed if a majority) of the shares of company B are owned by company A. Indeed, the concept of "control" in section 416 has been held to mean "control at the level of general meetings of the company" – Steele v. EVC International NV [1996] STC 785, 794j per Morritt LJ. As to "indirect" control, it is hard to see why, in the example I have just given, the shareholders of company A do not indirectly control company B. The view that the reference to indirect control in section 416(2) should be construed widely, or at least should not be construed narrowly, is supported by the words "without prejudice to the generality of the foregoing" in the same subsection." (Kellogg Brown& Root Holdings (UK) Ltd v. HMRC [2010] EWCA Civ 118)
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- Unlikely in dealings between third parties
"[154] I can see that there are certain circumstances where the reality is that a person exercises, or is able to exercise, control over a company even if legal power to do so is not vested in that person. An example of that might be a family situation where in practice one family member exercises rights that are vested in another (indeed there appears to be a practical example of this in Mr Parker’s effective control of PG London). However, I think it much more unlikely that that sort of situation would arise in dealings between third parties, and in the absence of any direct evidence from Mr Barnes on the point, or any evidence from Dr Smart, I do not think that the facts justify the conclusion that Mr Barnes was in fact exercising or able to exercise control at a shareholder level before he acquired shares in SMCL." (PGPG Limited v. HMRC [2017] UKFTT 782 (TC), Judge Falk)
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Two or more persons together have control​​
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- Two or more persons together satisfying tests treated as having control
"(5) If two or more persons together satisfy any of the conditions in subsections (2) and (3), they are treated as having control of C." (CTA 2010, s.450(5))
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See also
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"(5) A company is connected with another company-
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(b) if a group of 2 or more persons has control of each company, and the groups either consist of the same persons or could be regarded as consisting of the same persons by treating (in one or more cases) a member of either group as replaced by a person with whom he is connected." (TCGA s.286)
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- No need for an arrangement or agreement to exercise control together
"[29] On behalf of HHL, Mr Gardiner attacks this conclusion on two grounds. First, he says that the reference in section 416(3) to "two or more persons together" means that there has to be some sort of agreement or other arrangement between those persons before it can be said that they fall within its ambit. I do not accept that argument. First, such a construction does not accord with the natural meaning of section 416(3). Secondly, such a construction would conflict the purpose of Part XI of the 1988 Act, as it would be only too easy for two or more individuals to avoid its provisions by establishing that, however close their personal relationship, they exercised any shareholder rights independently. Thirdly, for the same reason, the question whether a company was close could lead to a long enquiry whose outcome would be unpredictable. Fourthly, as Mr Baldry, for HMRC, argues, HHL's more limited meaning is difficult to reconcile with the fact that "control" in section 416(2) is defined as extending to a person "able to exercise" control. Fifthly, there is no difficulty giving section 416(3) this meaning, given that the limit to the number of persons who can control a close company is five." (Kellogg Brown& Root Holdings (UK) Ltd v. HMRC [2010] EWCA Civ 118)
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The reference to a "group" of persons for CGT purposes does not affect this
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"[42] Mr Gardiner suggests that to be a group for the purpose of section 286(5)(b) a collection of people must have "a commonality which allows it to act as a group on the grounds of some common relation or purpose". He also says that, the shareholders in Halliburton and in HIG were, in neither case, a "group" for this purpose, as there was no suggestion that they were acting in concert or collaboratively: they had different views about the company, different investment aspirations, different financial objectives, and, save to a small extent or in unusual circumstances, would not know of each other as shareholders, or be in any way in communication with each other about the company.
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[46] With some regret, and in agreement with the Special Commissioner and the Chancellor, I have come to the conclusion that HHL's case on this point should be rejected. The natural meaning of the word "group" in the context of section 286(5)(b), whether read on its own or read together with section 416, is as the tribunals below decided. Conceptual difficulties and impracticalities would arise if one were to give the word the rather imprecise meaning for which Mr Gardiner argues. The explanation for the possible problems which may arise on the natural construction is the arguably inappropriate application of a definition created in one statute for a limited purpose to a provision in a different statute which has a much wider ambit, and there is a limit as to how far the courts can go in correcting that sort of oversight." (Kellogg Brown& Root Holdings (UK) Ltd v. HMRC [2010] EWCA Civ 118)
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- The two or more persons together must satisfy the same condition for control
"[30] HHL contends that the word "together" has no purpose if section 416(3) applies where "the two or more persons" act independently. That may well be right, but the mere fact that a word is unnecessary under a particular interpretation is a very weak reason for rejecting that interpretation, if, as here, the word could be seen as performing an emphatic function. In any event, it could be said that, without the word, it would be unclear whether the subsection applied where one individual satisfied one of the three conditions in subsection (2), and another individual satisfied another of those conditions." (Kellogg Brown& Root Holdings (UK) Ltd v. HMRC [2010] EWCA Civ 118)
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- May lead to common control in difficult to identify circumstances
"[38] I have considerable sympathy with Mr Gardiner's contention on this point. It does seem unlikely that the legislature could have intended two independent companies, both of which are quoted and all (or the great majority) of whose shares can be traded on the London (or any other) Stock Exchange, to be at risk of falling within the ambit of section 286(5)(b). It would mean that there would be difficulties in identifying whether two such companies were connected: there would often be thousands, even tens of thousands, of shareholders, many of whom could change from day to day, and many of whom may hold their shares on trust for others. If a company wished to check before it enters into a transaction, or indeed if HMRC wished to investigate after a transaction, there would seem to be no power to compel disclosure from a shareholder unless the shareholding was more than 5 per cent. Even if most quoted companies are not connected if this wide definition is adopted, it would be difficult to tell when two companies, such as Halliburton and HIG, which have been connected, actually cease to be connected. Quite apart from this, if such quoted companies were connected, the capital gains tax consequences would be rather capricious, and hard to justify." (Kellogg Brown& Root Holdings (UK) Ltd v. HMRC [2010] EWCA Civ 118)
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- For HMRC to prove that two apparently independent companies are under common control
"[47] The problems which Mr Gardiner identifies may or may not exist in practice, and, even if they do, they may not have existed in the 1960s, when, we were told, these provisions were first introduced, and when the shareholdings in large publicly quoted companies may have been very differently held from how they are now. In any event, no such problems seem to have arisen until this case, and the facts of this case are very unusual. If HMRC seek to raise the point in relation to two companies which are, and long have been, independent, then it will be very much up to them to prove that section 286(5)(b) is satisfied. The fact that section 50(6) of the Taxes Management Act 1970 places an initial general onus on the taxpayer challenging an assessment does not affect the point that, if HMRC's assessment relies on the fact that two apparently independent companies are "connected" under the terms of section 286(5)(b), then that would be for HMRC to prove." (Kellogg Brown& Root Holdings (UK) Ltd v. HMRC [2010] EWCA Civ 118)
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SHAREHOLDER LEVEL: DEEMED CONTROL​​
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General​​
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- Section 450 enormously widens the notion of control
"[10] It will be seen that although this definition starts in subsection (2) with a concept of control which reflects its meaning in ordinary speech ("a person shall be taken to have control of a company if he exercises, or is able to exercise or is entitled to acquire, direct or indirect control over the company's affairs"), that fairly simple notion is enormously widened by subsequent subsections. Subsection (4) deems the person in question to already have interests which have not yet vested and subsection (5) attributes to him the rights or powers of his nominees. Subsection (6) goes much further in providing that for the purposes of deciding whether a person falls within the definition in (2) (or the definition of joint control in (3)) any person may have attributed to him the rights or powers of any associate or of any company which he or his associates or both have control. The full breadth of this extension can be seen from the definition of "associate" in section 417(3):..." (IRC v. Newfields Developments Limited [2001] UKHL 27, Lord Hoffmann)
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- May result in attribution of rights over which, in real life, person has no control
"[11] ... The effect of these cumulative definitions is that for the purpose of deciding whether a person "shall be taken to have control of a company" under section 416(2), it may be necessary to attribute to him the rights and powers of persons over whom he may in real life have little or no power of control. Plainly the intention of the legislature was to spread the net very wide." (IRC v. Newfields Developments Limited [2001] UKHL 27, Lord Hoffmann)
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- Multiple persons may have control
"[150] It is clear from Newfields and Kellogg that the provisions that follow what is now s450(2), including s450(3), both significantly widen the concept of control and should not be regarded as cutting down the scope of s450(2). It is also clear that different people can be regarded as each having control at the same time." (PGPG Limited v. HMRC [2017] UKFTT 782 (TC), Judge Falk)
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- Purpose is to avoid detailed factual enquiries
"[19]...If real control were to be the test, the opening words of section 416(2) would be enough. The purpose of the extended definition appears to be to make it unnecessary for the revenue to have to make detailed factual inquiries." (IRC v. Newfields Developments Limited [2001] UKHL 27, Lord Hoffmann)
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Entitled to acquire​​
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- Legal entitlement required
"[153] ...I think Mr Mantle was right not to seek to argue that the expression “entitled to acquire” in s450(2)(c) and (3) means anything less than a legal entitlement..." (PGPG Limited v. HMRC [2017] UKFTT 782 (TC), Judge Falk)
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- Contract to acquire a majority of the shares giving rise to entitlement
"[156] I therefore conclude that Mr Barnes was connected with SMCL in March 2014 both in his capacity as a loan creditor (on the basis that he had control in that capacity under s450(3)(d)) and as a person entitled to acquire control at a shareholder level within s450(2)(c) and (3)." (PGPG Limited v. HMRC [2017] UKFTT 782 (TC), Judge Falk)
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Attribution: general​​
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- Attribution is of rights and powers, not control per se
"(4) There may also be attributed to a person all the rights and powers—
(a) of any company of which the person has, or the person and associates of the person have, control,
(b) of any two or more companies within paragraph (a),
(c) of any associate of the person, or
(d) of any two or more associates of the person.
(5) The rights and powers which may be attributed under subsection (4)—
(a) include those attributed to a company or associate under subsection (3), but
(b) do not include those attributed to an associate under subsection (4)." (CTA 2010, s.451)
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- No double counting of a right or power
Logically the same right or power cannot be taken into account more than once to build control
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- Condition for attribution is whether or not it result in person(s) under consideration being treated as in control
"[29] In my opinion, if the concluding words were not there, one would have no difficulty in inferring from subsections (2) and (3) that the conditions for attribution are whether or not it resulted in the person or persons under consideration being treated as being in control. Once one has rejected the notion of a discretion, there can be no other intelligible construction. The question is whether this conclusion is displaced by the concluding words or whether those words serve some other purpose." (IRC v. Newfields Developments Limited [2001] UKHL 27, Lord Hoffmann)
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- Close companies: if multiple groups of persons have control, test if a group of 5 or fewer do
"[32] In my opinion, therefore, the concluding words of subsection (6) do not form part of the definition of "control" which is applied by section 13(4) and other sections. They are a special qualification of that definition for the specific purpose of deciding whether one limb of the definition of a close company is satisfied. The concluding words take effect only when one has applied the general definition of control in section 416(2) or (3) as extended by the preceding part of the subsection and found that it can yield groups of participators of varying numbers who can each be treated as being in control. The concluding words then require one to make only such attributions as will result in the company being treated as under the control of five or fewer participators. But this qualification has no relevance to any case in which the general definition of control, as set out in the rest of section 416(2) to (6), is sufficient to answer the statutory question." (IRC v. Newfields Developments Limited [2001] UKHL 27, Lord Hoffmann)
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Attribution of controlled company's powers​​
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- Rights and powers of company controlled by person/person + associates may be attributed to that person
"(4) There may also be attributed to a person all the rights and powers—
(a) of any company of which the person has, or the person and associates of the person have, control,
(b) of any two or more companies within paragraph (a),
(c) of any associate of the person, or
(d) of any two or more associates of the person.
(5) The rights and powers which may be attributed under subsection (4)—
(a) include those attributed to a company or associate under subsection (3), but
(b) do not include those attributed to an associate under subsection (4).
(6) Such attributions are to be made under subsection (4) as will result in a company being treated as under the control of 5 or fewer participators if it can be so treated." (CTA 2010, s.451)
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- Query whether one attributes powers of a company controlled by 2 persons together but not controlled by either person alone
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"[31] HHL are, however, in my view on stronger ground in the argument that the Commissioner was wrong to conclude that section 416(6) could be relied on by HMRC. In essence, the issue comes down to whether the word "person" in that subsection can, as the Special Commissioner held and as HMRC contend, be read as extending to "persons". At first blush, as Mr Baldry contends, the answer should be that it does, as the singular normally includes the plural – see section 6 of the Interpretation Act 1978. However, there appears to me to be considerable force in the point that section 416(6) is concerned with each separate person who falls, or is claimed to fall, within section 416(2) or (3). The notion that subsections (4), (5) and (6) are all directed to the position and rights of an individual person appears to me to be consistent with the language of those subsections, when read together with the two preceding subsections, and also to be consistent with their purpose. However, for reasons I will explain in paragraphs 33 and 34 below, it is unnecessary to resolve that issue, and I think it would be better to leave it open for determination on facts which do require it to be resolved." (Kellogg Brown& Root Holdings (UK) Ltd v. HMRC [2010] EWCA Civ 118)
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The argument was that persons together who had control of a holding company did not control subsidiaries
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"[14] [The taxpayer] contends thirdly, that even if the shareholders in Halliburton Company and HIG are such a group having control of the Halliburton Company and HIG they did not have control of HHL (a second-tier subsidiary of Halliburton Company) and HHUKL (a first-tier subsidiary of HIG) within s 416(2) because they did not have direct or indirect control over the affairs of the appellant and HHUKL. Mr Baldry contends that either the shareholders have indirect control of those companies or control by virtue of the attribution in s 416(6). Mr Ghosh contends that person in s 416(6) is singular in contrast to the reference in sub-s (3) to persons. And even if it does include persons they do not together have control even with their associates because fellow shareholders are not associates as defined in s 417(3)." (Kellogg Brown & Root Holdings (UK) Ltd v. HMRC [2008] STC (SCD) 928, Judge Avery Jones)
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Nevertheless the shareholders of Holdco did have indirect control of the subsidiaries
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See above.
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Attribution of associate's powers​​
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Loan creditor control​​
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- Not positing a solvent winding up
"[145] Mr Lall submitted that s 450(3)(d) should be read as positing a solvent winding up in which assets were available to shareholders, such that Mr Barnes would not receive the greater part of the assets, or that the reference to “assets” should be read as net assets, after allowing for liabilities. I do not think that this is correct. It is clear that loan creditors are to be taken into account as participators for the purposes of that paragraph. The “assets” available for distribution among the participators must be those assets that are in fact available for distribution not only to shareholders but to other participators, including loan creditors (but not other creditors who are not loan creditors and therefore not participators). In other words, it would be necessary to look at the company’s assets that would be available for distribution to those persons who fall within the definition of participators, having first taken account of any amounts that other creditors would receive on a winding up (because such amounts would not correspond to assets available for distribution among the participators)." (PGPG Limited v. HMRC [2017] UKFTT 782 (TC), Judge Falk)
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- Assets must be more than twice the value of sole loan
"[146] The only circumstance in which, on this basis, Mr Barnes would not receive a majority of the assets available on a winding up of SMCL in or before March 2014 would be if the total value of the assets available to participators was more than twice the amount he had lent, since Dr Smart as sole shareholder would then be entitled to the majority of the assets available to participators. Given the short time after the business had been taken over from Westover, and its uncertain and financially difficult position at the time (as evidenced by the correspondence with PGPH in March 2014, for example the reference to starting to pay the rent deposit as cash flow permitted) I have concluded that it is more likely than not that Mr Barnes would indeed have received the majority of the assets available to participators if SMCL had been wound up." (PGPG Limited v. HMRC [2017] UKFTT 782 (TC), Judge Falk)
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