ISIS) seminar "Tax Pitfalls in Mergers & Acquisitions Transactions" (seminar folder)
Case studies, detailed solutions and slides: Here you will find all documents (workshops and presentations) according to the following description from the ISIS) seminar "Tax Pitfalls in Mergers & Acquisitions Transactions" of 27 October 2020 under the direction of Stefan Oesterhelt, which took place in the Marriott Hotel in Zurich.
Content
Tax issues are of central importance in M&A transactions, both in the structuring of the transaction and in any acquisition financing. In addition, tax risks of the acquired company must be identified in the course of tax due diligence and the corresponding findings must be appropriately implemented in the drafting of the contract.
Sustainable successful consulting requires solid knowledge of tax law aspects. The tax pitfalls and planning options will be highlighted and practical tools for the tax handling of M&A transactions will be offered.
Topics and speakers
Tax Due Diligence (learn more)
Content and structure of a tax due diligence; categorisation of tax risks; impact of tax risks on purchase price and purchase agreement; cash tax v. ETR impact.
Dr. iur. Gernot Zitter, LL.M., Attorney at Law, Certified Tax Expert, Partner KPMG, Zurich
Anne Marie Anselmi, Certified Tax Expert, Director, KPMG, Zurich
Tax clauses in M&A contracts (learn more)
Representations and warranties regarding taxes in share purchase agreements (SPA) and asset deals (APA); indemnities regarding taxes (tax indemnities); bearing of transaction-related taxes; limitation rules; implementation of the results of tax due diligence in the contract.
Dr. iur. Reto Heuberger, LL.M., Attorney at Law, Certified Tax Expert, Partner Homburger, Zurich
PD Dr iur Daniel Häusermann, LL.M., Attorney at Law, Homburger, Zurich
Acquisition financing and structuring (learn more)
Loan financing (incl. contractual clauses); high yield bonds; collateralisation of financing (incl. clauses in collateral agreements); debt push down; restitution entitlement acquisition company; old reserves and representative liquidation.
Stefan Oesterhelt, LL.M., Attorney at Law, Certified Tax Expert, Partner Homburger, Zurich
Tax issues for natural persons as sellers (learn more)
Continued employment in the company; compensation for non-competition; earn-out; employee share ownership plans (founding shareholders vs. management shareholders); indirect partial liquidation.
Dr. iur. Pascal Taddei, attorney-at-law, certified tax expert, partner Altorfer Duss & Beilstein, Zurich
Thomas Wolfensberger, Services Division, Cantonal Tax Office Zurich
Tax issues for legal entities as sellers (learn more)
Carve-out, milestone payments (and other fringe benefits), participation deduction; transaction costs; transaction bonuses; repatriation.
Susanne Schreiber, lawyer (D), certified tax expert, partner Bär&Karrer, Zurich
Christa Aregger, Tax Administration Zug
