Amos-Yeo – England and Wales High Court finds parties' intention to distribute enough shares to trust beneficiaries to access a reduced capital gains rate was sufficient to rectify a miscalculation of the shares’ number

In order that some trust beneficiaries could access a reduced U.K capital gains rate on a share sale, they were required to hold over 5% of the nominal share capital of the company before they sold their shares. Accordingly, the trusts distributed over 5% of the shares to them more than one year before a sale closed. However, due to the trust advisor overlooking the higher nominal capital of some of the other shares, the shares which were so distributed to them represented only 4.97% of the company’s share capital.

The intention of the parties to transfer enough shares to access the reduced rate of tax was found to be a sufficiently specific intention to permit rectification of the number of shares transferred, even though the parties had left the determination of the precise number to their advisor.

Neal Armstrong. Summary of Prowting 1968 Trustee One Limited v. Amos-Yeo, [2015] EWHC 2480 (Ch), under General Concepts – Rectification.