Course description
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.
Upcoming start dates
Outcome / Qualification etc.
Training Course Content
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
Expenses
MBL Seminars Limited
MBL is a leading learning and development provider for professional service firms. Over the past 18 years, more than 198,000 people across 23,000 different organisations spanning 81 countries, have chosen us to deliver their training. With over 800 expert speakers...