Demystifying Tax Provisions in Irish Share Purchase Agreements & Tax Deeds

Introduction

Join Robert Dever of Eversheds Sutherland (Ireland) LLP for a practical examination of the key tax provisions commonly encountered in Irish Share Purchase Agreements (SPAs) and Tax Deeds.

Aimed at solicitors, accountants, tax consultants and other fee earners involved in corporate transactions, this new virtual classroom session will explain the commercial rationale behind the principal tax protections found in transaction documents and how they operate in practice.

Delegates will gain a clearer understanding of how tax risk is allocated between buyer and seller, why tax is often afforded special treatment in M&A transactions and the significance of the key provisions typically negotiated in Irish deals.

What You Will Learn

This live and interactive session will cover the following:

• A brief summary of the most commonly sought tax warranties and the different approaches a purchaser may take as regards warranty protection
• Some of the other typical tax-related aspects of the SPA, including gross-up mechanism, tax completion deliverables and the provisions of the limitations schedule which may apply to tax
• A canter through the provisions of the Tax Deed (including some background as to why tax has ‘special treatment’ in the sense of having a specific, euro-for-euro indemnity):
• The key definitions and why they are drafted as they are
• How the main operative provision - the covenant - works
• The main protections and safeguards from the seller’s perspective, in particular the limitations to the operation of the covenant
• Financial ‘rebalancing’ for the seller - e.g. in respect of over-provisions, savings and tax refunds, recovery from third parties provisions and purchaser’s covenant
• How tax liabilities are addressed - the potentially crucial conduct of tax claims and tax returns provisions

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.