Tax in M&A and Business Sales: What You Need to Know

Tax is a key consideration for both sellers and buyers in mergers and acquisitions or business sales. It can be the determining factor in choosing between a share and asset sale and it is vital to get the tax structuring right as early as possible, preferably at the heads of terms stage, so that any issues can be resolved before the documents are drafted.

Tax risk can be the most negotiated part of a buyer's contractual protection on an acquisition. Each law firm will have its seller-friendly and buyer-friendly tax covenants and warranties and it pays to be aware of the differences and the pitfalls.

This course examines these and other tax issues that are at the heart of day-to day corporate activity. It will be invaluable for corporate lawyers whose firm does not have in-house tax expertise and for in-house lawyers and managers.

It will use case studies based on real transactions and transaction documents, as well as decided cases, to explain the issues.

The course will focus on:

• Share sales and asset sales - what are the tax and commercial drivers?
• Structuring the transaction - earn-outs, deferred consideration and other issues
• Share Sales - other tax issues for individual and corporate sellers and buyers
• Employee Share plans and incentive arrangements - what are the issues for employees, managers and owners and how can they be dealt with?
• Hive-outs and other restructuring as part of an M&A transaction
• Contractual protection for tax - negotiating the Tax Deed and Covenant maze