Daniel Häusermann
Reto Heuberger
Tax clauses in M&A contracts
Workshop on the occasion of the ISIS) seminar on 27 October 2020 entitled "Tax pitfalls in Mergers & Acquisitions transactions".
10/2020
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The complete PDF of the seminar folder can be downloaded for CHF
The corresponding case solutions can be purchased for CHF
120.00
(introductory price)
can be purchased in the shop.
All workshops of the ISIS seminars are available individually in the "Documents" section.
The case solutions and other documents can be obtained free of charge in the shop.
Case
Based on Case 2 of the "Tax Due Diligence" Unit by Gernot Zitter and Anne Marie Anselmi
The due diligence has revealed the following tax risks:
The buyer will receive a draft Share Purchase Agreement (SPA) from the sellers of Target HoldCo Group. The buyer asks you to incorporate the results of the tax due diligence into the SPA and to review the other provisions of the SPA from a tax perspective.
Questions:
- How can this transaction be classified?
- How is a SPA structured?
- What are the general tax issues and the positions of the seller and the buyer in a SPA?
- Present case: How is the buyer to incorporate the results of the tax due diligence into the SPA?
- 4.1 Risk 1: shareholder loan
- 4.2 Risk 2: Equity conversion and write-off of investments
- 4.3: Risk 7: indirect partial liquidation
- How are the following further provisions of the draft SPA to be assessed from a tax perspective:
- 5.1 Definitions
- 5.2 Representations and Warranties
- 5.3 Limitations of liability
- 5.4 Tax refunds
- 5.5 Transaction taxes - who bears the turnover tax?
- 5.6 Conduct of Business Covenant
- 5.7 Post-closing covenants
Case 2 - The story continues
You will receive a draft Share Purchase Agreement (SPA) from the sellers of Target HoldCo Group.
The buyer's asking for you,
- incorporate the results of the tax due diligence into the SPA.
- to review the other provisions of the SPA from a tax perspective.
CHF
120.00
