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HMRC internal manual

Business Income Manual

HM Revenue & Customs
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Wholly and exclusively: companies: takeover bids: general approach

S54 Corporation Tax Act 2009

Bid defence costs

Bid defence costs may be identified separately in the annual report but you should consider whether all of the expenditure has been included under this heading.

You should critically examine claims that the costs are deductible in the light of guidance on:

  • trading companies (see BIM38275 onwards), and
  • investment companies (see BIM38297)

You will need to undertake detailed and comprehensive fact gathering. In particular, you should investigate the reasons given for incurring bid defence expenditure to arrive at the true purpose(s) of the directors of the company concerned.

Generally, the costs of resisting a takeover are not an allowable deduction.