Protecting the Seller - Tax Covenants in M&A Deals

Introduction

In M&A deals, the primary role of the tax covenant is (rightly) seen as protecting the buyer’s position.

However, its function in creating a balanced position, and providing protections for the seller, should not be overlooked.

This webinar will explore how a tax covenant can limit the seller’s exposure, clarify post-completion responsibilities, and ensure fair treatment when tax issues arise.

Expert speaker David Klass of Bryan Cave Leighton Paisner LLP will also discuss the practical considerations that shape negotiation and risk allocation.

Aimed at legal, tax, and M&A professionals, this webinar will enable you to navigate the tax covenant from the seller’s perspective with confidence.

What You Will Learn

This webinar will cover the following:

• What protections does the tax covenant offer to the seller of the target company?
• Role and scope of the exclusions to the tax covenant - the standard, and the not-so standard
• Striking a fair balance - the trio of provisions ensuring the buyer does not enjoy double recovery - Savings / Overprovisions / Recovery from Third Parties
• Conduct of tax authority claims - allowing the seller to have conduct of disputes with the tax authority - what are the parameters? In what circumstances, and to what extent, should the seller be able to direct proceedings?
• Tax returns - who has responsibility for the filing of returns, and conduct of matters, relating to pre-Completion periods?
• The ‘buyer’s covenant’ - when default by the buyer group can result in tax liability on the seller, and how this is covered

This pre-recorded webinar will be available to view from Tuesday 31st March 2026

Alternatively, you can gain access to this webinar and 1,900+ others via the MBL Webinar Subscription. Please email webinarsubscription@mblseminars.com for more details.