Tax Warranties & Indemnities in Practice - Negotiating the Deal

Introduction

In corporate transactions, tax provisions are often among the most heavily negotiated elements of the deal documentation, reflecting the potential for historic and contingent tax risks to create significant post-completion exposure.

This new virtual classroom seminar offers a practical, deal-focused exploration of how tax indemnities, warranties and related protections are structured and negotiated in share purchase agreements and similar transactional contexts.

Presented by expert speaker David Klass of Bryan Cave Leighton Paisner LLP, this session draws on real-world transactional experience to explain how these provisions operate in practice and why they frequently become key points of negotiation between buyers and sellers, balancing purchasers’ need for protection against unknown liabilities with sellers’ desire to limit ongoing exposure following completion.

It is designed for professionals involved in transactional work, including accountants, corporate and M&A lawyers, tax advisers, in-house legal and tax teams, and private equity or corporate finance professionals, this session is particularly relevant for those seeking a deeper understanding of how tax risk is allocated in practice and how these provisions are negotiated in real-world transactions.

It will also offer practical insights into the commercial drivers behind key drafting positions and the factors that determine how tax risk is ultimately allocated in negotiated agreements.

What You Will Learn

This live and interactive session will cover the key areas of negotiation that arise in transactional tax provisions, including:

• How tax protection is structured in practice and how different mechanisms such as warranties and indemnities interact across a transaction
• The key drivers behind buyer and seller negotiation positions and how commercial leverage influences the final allocation of tax risk
• The appropriate scope of tax warranties, including how far they should extend, whether they should be knowledge-qualified and how they may be adjusted for deal size or context
• How historical tax exposure is addressed, including the appropriate look-back period and the treatment of latent or contingent tax risks
• Whether the tax covenant alone is sufficient protection for buyers and the additional role that warranties and specific indemnities may play
• Recurring areas of negotiation in practice, including tax losses, relief availability and other frequently disputed tax positions
• The scope of seller protections and exclusions, including the conduct of claims, mitigation mechanics and recovery provisions
• Practical post-completion issues, including responsibility for tax filings and handling of enquiries
• The interaction between tax-specific provisions and general limitation clauses within the SPA and how these affect overall claims exposure
• The use and appropriateness of additional tax-specific indemnities

Recording of live sessions: Soon after the Learn Live session has taken place you will be able to go back and access the recording - should you wish to revisit the material discussed.