Tax Due Diligence in Acquisitions
Presented by Lorman Education Services
Learn how to prevent tax risks and how to address issues when they occur in a business acquisition.
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 topic 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 content will also help you to draft tax representations and indemnities to ensure that the parties have considered and properly allocated responsibility for tax liabilities.
Learning Objectives:
- You will be able to define who is responsible for the diligence process.
- You will be able to identify what should be covered by the representations and warranties.
- You will be able to discuss tax covenants.
- You will be able to review tax indemnity agreements and provisions.
CLE credit available.
Content contributed by attorneys of Troutman Sanders LLP and Pepper Hamilton LLP prior to July 1, 2020, is included here, together with content contributed by attorneys of Troutman Pepper (the combined entity) after the merger date.