Negotiating Tax Indemnities & Warranties in Corporate Transactions

Introduction

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

This recorded webinar provides a practical, deal-focused overview of how tax indemnities, warranties and related protections are structured and negotiated in share purchase agreements and similar transactional contexts.

Drawing on real-world transactional experience, this webinar explains 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.

Designed for professionals involved in transactional work - including accountants, corporate and M&A lawyers, tax advisers, in-house teams and corporate finance professionals - this webinar is particularly relevant for those seeking a clear, practical understanding of how tax risk is allocated and negotiated in practice.

What You Will Learn

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

• How tax protection is structured in practice, including the interaction between tax covenants, warranties and indemnities
• The key drivers behind buyer and seller negotiation positions and how commercial leverage influences the allocation of tax risk
• The scope of tax warranties, including how far they extend and the use of knowledge and materiality qualifiers
• How historical tax exposure is addressed, including look-back periods and the treatment of contingent tax risks
• Whether the tax covenant alone provides sufficient protection and when additional warranties or indemnities are required
• Common areas of negotiation in practice, including tax losses, reliefs and other uncertain tax positions
• The scope of seller protections, including limitations, exclusions and conduct of claims
• Practical post-completion issues, including responsibility for tax filings and handling enquiries

This pre-recorded webinar will be available to view from Wednesday 21st October 2026

Alternatively, you can gain access to this webinar and others via the MBL Webinar Subscription. Please email webinarsubscription@mblseminars.com for more details.