An Introduction to Tax & Share Purchase Agreements ‘SPA’

Introduction

Join David Klass of Hill Dickinson LLP who will take you through the key tax features of a typical share purchase agreement, explaining (in outline) the background to, and significance of, the key provisions; with the aim of providing you with an improved understanding of why those provisions are typically found in the SPA and what they are doing there.

The aim of this session is to demystify the tax schedule.

What You Will Learn

This live and interactive session will cover the following:

• A summary of the most commonly sought tax warranties, and the different approaches a purchaser may take as regards warranty protection
• A canter through the provisions of the tax covenant (including some background as to why tax has ‘special treatment’ in the sense of having a specific, pound-for-pound indemnity):
• The key definitions and why they are drafted as they are
• How the main operative provision - the indemnity - works
• The main protections and safeguards from the seller’s perspective, in particular the limitations to the operation of the indemnity
• Financial ‘rebalancing’ for the seller - e.g. the Overprovisions, Savings and Recovery From Third Parties provisions
• How tax liabilities are addressed - the potentially crucial Conduct of Claims provisions

Recording of live sessions: Soon after the Learn Live session has taken place you will be able to go back and access the recording - should you wish to revisit the material discussed.