Avoiding Potential Pitfalls in Tax Indemnities in Private M&A Transactions

Introduction

This webinar is aimed at junior accountants in transactional tax teams and solicitors with little or no previous experience in drafting or negotiating tax indemnities in the context of the sale of a private company. It explores the key fundamental issues which need to be understood in order to be able to draft, review and negotiate an effective tax indemnity. It may also prove to be a useful overview for M&A practitioners (even those without a tax background) who wish to better understand the issues in play in the allocation of tax risk in the acquisition process.

While reviewing the basics of the tax indemnity, the presenter will use various case studies to examine a few of the clauses in the tax indemnity and SPAs which either tend to be fiercely negotiated and/or have led to litigation around their interpretation.

What You Will Learn

This webinar will cover the following:

• Why is a tax indemnity necessary in private M&A transactions?
• Key clauses within the tax indemnity
• Primary liabilities
• Secondary liabilities
• Exclusions
• Mechanics provisions
• Administrative issues
• Key provisions within the SPA which impact on the tax indemnity
• Notices and claims provisions
• Limitations of liability provisions
• Not-so-obvious provisions impacting the tax indemnity
• Pitfalls to avoid when drafting or reviewing the tax indemnity
• Case studies on unsuccessful claims made under tax indemnities
• Best practice when drafting and reviewing a tax indemnity

This pre-recorded webinar will be streamed at 12:30pm on Wednesday 5th June 2024 and will remain available to view by delegates who have registered by then for 90 days.