Tax Warranties in the Share Purchase Agreement - Beyond the Basics

Introduction

This new virtual classroom seminar will shine a light on the main categories of tax warranty that are typically sought by the purchaser of shares in a company acquisition.

Expert speaker David Klass of Bryan Cave Leighton Paisner LLP will explain the background to, and reasoning for including, the key tax warranties, and what each is aiming to ascertain. He will also seek to convey an understanding of what the key tax warranties are there to achieve.

Consideration will be given to warranties which are less typical and may be relevant in specific circumstances only. Finally, the role of tax due diligence, and the impact on tax warranty drafting, will also be explored.

What You Will Learn

This live and interactive session will cover the following:

• The main categories of tax warranties in a typical Share Purchase Agreement (SPA)
• The purpose and function of each key tax warranty
• Less common tax warranties covering specific scenarios
• How tax due diligence findings influence the drafting and scope of tax warranties
• Consideration of warranty vs. indemnity coverage for known tax risks
• How tax warranties have developed over time
• What limitations should apply to tax warranty claims?
• When is it reasonable to qualify tax warranties by awareness?
• Qualification by time - how far back should tax warranties extend?
• The role of tax reliefs and how they are addressed through warranties

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.