Tax Diligence, Representations, Covenants and Indemnifications in Business Acquisitions

CD & Manual
  389100TMX $219.00 USD Add to Cart
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 93 Min. Audio MP3 - No shipping cost
   389100POD $219.00 USD Add to Cart
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What is a Podcast?

Benefits

Buyers and sellers of businesses typically are focused on getting the deal done and the relative economic benefits to each. They often fail to consider potential undisclosed tax liabilities resulting from pre-closing operations, and rarely want to hold up negotiations thinking about the 'what ifs.' However, when the 'what ifs' turn into 'what now,' it is important that potential tax risks be considered, and that the responsibility for the tax liabilities has been allocated to the appropriate parties. This live audio conference will help persons responsible for negotiating sales and acquisitions and their tax professionals determine how to go about diligence of tax matters to uncover tax risks and expected tax treatment of the target company's operations post acquisition. This live audio conference will also help you to draft tax representations and indemnities to ensure that the parties have considered and properly allocated responsibility for tax liabilities.


Agenda

Overview of Tax Due Diligence
  • Who Is Responsible for the Diligence Process? – The Role of the Client and Tax Professionals
  • The Diligence Checklist: What Should We Look At?
  • What Exactly Are We Looking For?
Tax Representations, Warranties and Covenants
  • Fact Finding and Buyer Protections
  • What Should Be Covered by the Representations and Warranties?
  • Typical Agreements as to Tax Matters
  • Issues of Post-Closing Survival of Representations
  • Special Issues Relating to Foreign Targets and Subsidiaries
Tax Indemnity Agreements and Provisions
  • It's All a Matter of Risk Allocation
  • Don't Let Protections Fall Through the Cracks: Coordination With the Tax Representations and Warranties
  • Baskets, Caps and Special Issues Related to Funding the Indemnification Obligation
  • Lessons From Marathon E.G. Holding Ltd. v. Cms Enterprise Company

Faculty

Steven D. Bortnick, Pepper Hamilton LLP
Timothy J. Leska, Pepper Hamilton LLP


Steven D. Bortnick
  • Partner in the Tax Practice Group of the law firm Pepper Hamilton LLP, resident in the Princeton and New York offices
  • Member of the firm’s Private Equity, and Sustainability and Climate Change Teams
  • Focuses his practice on domestic and international tax and private equity matters
  • Experienced in the structuring of domestic and international private equity transactions from tax and venture capital operating company standpoints
  • More than 20 years involved in the negotiation and drafting of tax representations, warranties, covenants and indemnity provisions
  • Advises U.S. citizens and corporations in overseas investment, and he has been involved in the formation of private equity and hedge funds
  • On the advisory board of Practical U.S./International Tax Strategies
  • LL.M. degree in taxation, New York University
  • Can be contacted at 609-951-4117 or bortnicks@pepperlaw.com

Timothy J. Leska
  • Attorney in the Tax Practice Group of the law firm of Pepper Hamilton LLP, resident in the Philadelphia office
  • Focuses his practice on general tax matters, including mergers and acquisitions, venture capital, and private equity
  • Former attorney in the Office of Chief Counsel for the Internal Revenue Service in Washington, DC. participating in the issuance of IRS pronouncements, including final regulations regarding partnership allocations of creditable foreign tax expenditures
  • LL.M. degree in taxation, Georgetown University Law Center
  • Can be contacted at 215-981-4008 or leskat@pepperlaw.com




These Materials are Designed For

This live audio conference is designed for accountants, CFOs, controllers, tax managers, presidents, vice presidents, business owners and managers, bookkeepers, auditors, enrolled agents and attorneys.

CD & Manual - CD Set with bound 22 page manual
Podcast - 93 Minute MP3 with 22 page electronic manual - Immediate Access and No Shipping Cost