Insight Center: Events & Webinars

Tax Diligence, Representations, Covenants and Indemnifications in Business Acquisitions

Speakers: Lance S. Jacobs, Timothy J. Leska and Todd B. Reinstein


1:00 p.m. ET | 12:00 p.m. CT | 11:00 a.m. MT | 10:00 a.m. PT

Buyers and sellers of businesses typically are focused on getting the deal done and the relative economic benefits to each. They often fail to consider potential undisclosed tax liabilities resulting from pre-closing operations, and rarely want to hold up negotiations thinking about the 'what ifs.' However, when the 'what ifs' turn into 'what now,' it is important that potential tax risks be considered, and that the responsibility for the tax liabilities has been allocated to the appropriate parties. This live audio conference will help persons responsible for negotiating sales and acquisitions and their tax professionals determine how to go about diligence of tax matters to uncover tax risks and expected tax treatment of the target company's operations post acquisition. This live audio conference also will help you to draft tax representations and indemnities to ensure that the parties have considered and properly allocated responsibility for tax liabilities.


Overview of Tax Due Diligence

  • Who Is Responsible for the Diligence Process? – The Role of the Client and Tax Professionals
  • The Diligence Checklist: What Should We Look At?
  • What Exactly Are We Looking For?

Tax Representations and Warranties

  • Fact Finding and Buyer Protections
  • What Should Be Covered by the Representations and Warranties?
  • Typical Provisions in Purchase Agreements

Tax Covenants

  • Typical Agreements as to Tax Matters
  • Special Issues, Including Section 338 and Section 338(h)(10) Elections

Tax Indemnity Agreements and Provisions

  • It's All a Matter of Risk Allocation
  • Don't Let Protections Fall Through the Cracks: Coordination with the Tax Representations and Warranties
  • Baskets, Caps and Special Issues Related to Funding the Indemnification Obligation

This audio conference is presented by Lorman Education Services.