An Introduction to Tax & Share Purchase Agreements ‘SPA’

Introduction

Presented by David Klass of Hill Dickinson LLP, this webinar will guide you through the key tax features of a typical share purchase agreement, explaining 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.

What You Will Learn

This webinar 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

This webinar was recorded on 19th September 2024

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