Blog

Elon Musk has agreed to settle a $128m (£100m) lawsuit brought by four former top executives at Twitter, now X, over unpaid severance when he took over the company.

The executives, who include former chief Parag Agrawal, argued that Mr Musk fired them “without reason” after he bought Twitter in 2022 and denied them severance payments.

“The parties have reached a settlement and the settlement requires certain conditions to be met in the near term,” attorneys for the plaintiffs wrote in a court filing last week. They did not disclose the terms of the settlement.

The suit, filed last year, is one of several legal challenges over unpaid severance for workers who were laid off after Musk took over.

Lawyers for the former Twitter executives, and for Mr Musk and X, did not immediately respond to requests for comment on the settlement.

The former top brass – Mr Agrawal, former chief financial officer Ned Segal, former chief legal officer Vijaya Gadde and former general counsel Sean Edgett – contended in their lawsuit that they are owed one year’s salary and stock awards, under a years-old severance plan.

They also said Musk’s move was part of a pattern of refusing to pay former staff what they were due.

In August, Mr Musk and X agreed to settle a separate lawsuit filed by roughly 6,000 former rank-and-file Twitter employees who argued they were owed $500m in severance pay.

Mr Musk purchased Twitter in 2022 for $44bn, after initially trying to back out of his offer. After the acquisition closed, he immediately moved to fire top leaders at the company, including the four executives. Mr Musk slashed Twitter’s workforce by more than half.

In their lawsuit, the former top officials contend that Mr Musk was frustrated about being forced to complete the purchase and that the billionaire falsely accused them of misconduct to push them out.

By Campbell Rose, Greg Mitchell & Anna Roche

In September 2025 Inland Revenue published Interpretation Statement 25/19 Whether an off-market share cancellation is made in lieu of the payment of a dividend (IS 25/19), which finalised the draft interpretation statement (IS) issued for public consultation earlier this year and replaces previous guidance from 1999.

As we discussed in our May 2025 Tax Alert article the draft IS was, generally, welcome updated guidance on whether a share cancellation is in lieu of a dividend. However, it was not without some potential fish-hooks, which were raised with officials as part of the consultation process. We summarise below how some of those submissions fared.

Submission areas

Some suggestions raised in submissions included that:

• The IS should establish clearer boundaries as to where Inland Revenue considers there is a risk that the redemption of non-participating redeemable shares (NPRS) is in lieu of a dividend;
• Where part of an amount is treated as in lieu of a dividend, tainting the entire amount paid could capture legitimate returns of available subscribed capital (ASC); equally, the IS should clarify that an actual dividend portion of an overall payout upon share cancellation should not taint the entire amount;
• The scope of the IS should be refined in relation to non-pro-rata buy-backs, including acknowledging the commercial drivers for such buy-backs, appropriately recognising what is an “unusual event”, clarifying the implications of contemporaneously issuing shares to other shareholders, and addressing the position of investment companies; and
• An example in the draft IS (example 4) should be clarified so that the inability of a company to pay a dividend (e.g., due to annual losses since incorporation) should be a factor that indicates a redemption is not in lieu of a dividend – rather than being only a “neutral” factor as described in the draft IS.

Updates in the final published IS 25/19

The finalised IS 25/19 included the usual minor ‘tidy ups’ and clarifications that arise through the consultation process, as well as some notable changes, including:

• A new example (example 10) that illustrates a scenario when a redemption of NPRS would not be considered in lieu of a dividend. Although example 10 supports the starting point that a redemption of NPRS should only be in lieu of a dividend in extreme cases, in our view more value could have been derived from an example clarifying the limited circumstances in which a redemption of NPRS would be in lieu of a dividend. In particular, IS 25/19 does not reference relevant extrinsic material (published by Inland Revenue in August 1994) confirming that, illustratively, the “in lieu of dividend” test should be triggered in an NPRS context where a company ceases a regular dividend flow to shareholders and ensures those shareholders receive an equivalent amount by redeeming NPRS. The example does, however, demonstrate that a commercial reason for cancelling shares is to facilitate a shareholder exit. It also clarifies that it is not only the first ever share cancellation or redemption that may be considered a “one-off” unusual transaction.
• An additional example supports that issuing shares after a cancellation does not necessarily indicate that the cancellation is in lieu of a dividend; as the cancellation and reissue can have a legitimate commercial rationale without any suggestion that the reissue is to circumvent the bright-line tests.
• Clarifying that a cancellation payment comprising both ASC (capable of being returned tax-free) and an additional (excess) dividend component is not, without a purpose of avoidance, intended to be captured by the ‘tainting’ which can occur when part of such a payment is “in lieu of” a dividend.
• Updates have been made to what was example 4 (now 5), to confirm that a company with no retained earnings and ongoing tax losses is not in a dividend-paying position, and therefore the cancellation in the example should not be in lieu of a dividend. This is sensible, as it re-confirms that a company needs to be in a dividend paying position for a share cancellation to be considered in lieu of a dividend.

Areas not updated in IS 25/19

Inland Revenue did not address all of the key concerns that were raised in submissions.

IS 29/15 does not acknowledge that non pro-rata buy-backs generally should not be considered to be in lieu of a dividend (other than in rare circumstances). This point is of fundamental importance to investment companies, as their business model is often to redeem or cancel the shares of some shareholders while contemporaneously issuing new equity to other shareholders. A clear statement providing guidance in this context would have been a welcome addition to provide certainty; instead it appears that the tax implications will need to be firmly grounded in the commercial drivers specific to the business model and particular redemption(s)/re-issuance(s).

Inland Revenue did not consider there was scope to apply a purposive approach to interpreting the “all or nothing” nature of the tainting language in the in lieu of dividend rule, based on the legislation as drafted and its intended scope. This issue has been referred to policy officials for further consideration.

Where to from here?

“Dividend avoidance/integrity” is currently, and we expect will continue to be, a key focus area for Inland Revenue. It represents an area of avoidance-related investigation where Inland Revenue’s enquiries can be assumed to commence from a sceptical starting point – and potentially in scenarios where the statutory time bar may not apply.

Accordingly, in defending a share cancellation as being genuine, it will be critical to retain objective evidence that compellingly supports the commercial reasons underpinning the cancellation. This needs to then be appropriately weighted with the other statutory factors in section CD 22(7) of the Income Tax Act 2007 to support a position that none of the amount paid is in lieu of a dividend.

As IS 25/19 has been updated to include reference to “inexplicable accumulation of earnings”, “examin[ing] the source of (…) funds” for “objective evidence that they represent genuine surplus capital and not simply accumulated profits”. In the context of examples the analysis also uses new terminology of dividends being “effectively deferred”, and “utilis[ing] a bank account of accumulated profits”.

It is therefore imperative that companies tread carefully in this area, given heightened Inland Revenue scrutiny of the capital/revenue (dividend) boundary. As we noted in our May 2025 article, obtaining appropriate specialist tax advice and achieving valuable certainty through a binding ruling before undertaking a share cancellation, warrant serious consideration.

If you have any questions on IS 25/19 or the tax implications more generally of share cancellations, please contact your usual Deloitte advisor.

By Joe Sothcott & Robyn Walker

The Public Guidance Work Programme is a frequently overlooked yet invaluable publication produced by the Inland Revenue’s Tax Counsel Office. The Tax Counsel Office (TCO) is responsible for determining the Commissioner of Inland Revenue’s view on the tax laws and provides advice on tax technical matters, as well has having some oversight as to how tax laws are implemented within in the Inland Revenue.

The Work Programme tracks the status of priority interpretation items under development. With the latest update published on 1 October 2025 we take a look at what’s currently included, what’s missing, how it’s compiled, and what new items have been added.

What Is the Public Guidance Work Programme?

The Work Programme currently includes only items issued by the TCO, specifically:

• Interpretation statements – These set out the Commissioner’s view on how tax law applies to broader areas of tax.  (Items finalised in year to September 2025: 22)
• Questions we’ve been asked (QWBAs) – Short-form guidance responding to specific, practical questions raised by taxpayers or advisors. (Items finalised in year to September 2025: 20)